Billie and the big bad Wolf
by NyteGale
Summary: A fic about team Star Wolf that will span from the middle of assault through to command in a trilogy. A character of my own creation added to the mix, lightly influenced by cowboy bebop. YES i am aware Wolf had no bounty during assault but it ties this story together. Wolf meets a strange bounty hunter and adds her to the team. But did he make the right choice? Please review.
1. Chapter 1

**Going back through Doc Manager and getting most of the typos and little kinks out of this story. Even if you have already read it before please feel free to review! XD**

* * *

CHAPTER 1

Billie Shade, the famous now ex bounty hunter looked around the Sargasso base as various criminals and ex bounty hunters like herself scrambled around in a panic trying to make repairs. The place looked like a pissed off ex employee had come through with a blaster.

"So, I take it this isn't how this place usually looks?" She said jokingly to her new boss.

The lupine shot her daggers with his good eye, then turned and said "This way. I'll show you where you'll be crashing during your time here."

"No sense of humor…" She thought to herself. Billie didn't even know why she had taken him up on his offer to join Star Wolf. Spur of the moment decision really, however her life had never maintained any real direction so it was of no consequence. After all;

"I do have all the time in the galaxy." She finished her thought.

The infamous Wolf O'Donnell still had one hell of a steep bounty on his head. But this now ex-bounty hunter no longer had need to care. She was his underling now. He stopped in a hallway void of windows, or light; just light enough to see the doors all the way down to the end.

"My room is the one all the way at the end, Leon's is this first one. You can choose any other. Figured I'd let the new lady choose before Panther."

"Oh, what a gentleman." She said sarcastically.

"Just stay in my good graces girly." He shot back not liking her tone.

"So Panther is new as well… Why are you recruiting so heavily all of a sudden Mr. O'Donnell?" she asked innocently, trying to be polite.

"Mr. O'Donnell? So polite, just call me Wolf. And a while back I had to lay some people off… it left something of a void in my life."

"Oh I see, what did they do to piss you off?"

"Let's just say we had some ethical, and economic differences and leave it at that." He said flatly.

"Got it."

"Ah, so she can be taught."

"It's hard to find decent help these days isn't it Mr. uhm Wolf?" She corrected herself.

"Yes. But I'm hoping with a reputation like yours you won't turn out to be such a bitter disappointment; Welcome to Star Wolf."

"Thanks. I think…" she said as he began to walk into the distance barking orders at Panther and Leon.

Billie looked from room to room, cracking the doors slightly ajar to peek in.

"Dudgie place." She muttered as she strolled down the hallway. She chose a relatively small room, one room down from Wolf's; simply for the fact that the interior looked like the cleanest one to her. Heaving a tired sigh, she plopped onto the bed and began replaying the events that took place hours earlier.

* * *

Billie Shade had been sitting in some dank bar full of low lives, right on the end of the Lylat system. Beating any, and every man willing to challenge her to an arm wrestling match. They all under estimated her because she was a woman; not that she gave two shits. It was just an easy way to make some coin in between nabbing bounties, and it had been a long time since she got one that was worth the pay. One after the other, the poor bastards marched to their defeat at the hands of the lady lupine. Although mostly a white lupine, she did have a brownish black blaze running up her muzzle, which ran up around her eyes almost like thick eyeliner. Her irises matched her deep black hair which although hung down to the backs of her thighs these days, was always in a loose braid that she wrapped around her neck like a scarf. Every man met their doom, and payed what they had bet. It is here that her deep, dark eyes caught a sight that would alter her life forever. Every bounty hunter was aware of Wolf O'Donnell, or more importantly: his bounty. Veteran of the Venom army with a bounty that followed him from it. She looked to either side of him to other recognizable faces; Panther Caroso, and Leon Powalski. But she only wanted the prize in the middle.

"My lucky day…" She said slamming some poor man's arm down to the table as he groaned in defeat and paid up.

"If only he were alone." She thought watching them approach the bar tender. They weren't there to drink, it looked like they were getting some kind of info.

"Hmm…" she said hatching a plan. Very nonchalantly, she stood up put her hands in her pockets and strolled slowly out of the bar into the ship lot. She spotted the famous Wolfen in a matter of seconds. If there was one thing Billie knew, it was ships.

"Has to be it." She said climbing up to sit on the glass of the cockpit. "And now we play the waiting game." She looked down at her palms, wondering what would become of her if she failed this one. From what she'd heard about Mr. O'Donnell; he took no prisoners.

"It doesn't matter…" she muttered under her breath. "Either way I win."

Not too long after that she saw the three figures she had been waiting for emerge from the bar. They headed in her direction, and as they drew close she made herself known.

"Well, well, well…" as she spoke they stopped and looked up to her. "Turns out you're not so hard to find Mr. O'Donnell. You are Wolf O'Donnell, are you not?" she asked in a sly voice jumping down in front of them; she landed on all fours with a soft plop.

"Who's asking?" Wolf said in a gruff tone.

"Billie Shade." Was all she said as she stood up straight pulling out her pistol.

"Billie Shade?" Leon said "The bounty hunter?"

"Can't be..." Panther said smoothly "I had heard that the Radical Billie Shade was a man. It couldn't be this, fetching woman before us."

"My parents wanted a boy okay?!" she exclaimed in a fluster. Everyone who had heard of her reputation assumed that she was a man, it drove her nuts. But she couldn't hate it too much because most of her bounty's couldn't pull her out of a crowd because of it.

"But the point is…" she calmed herself "I am Radical Billie, and I'm taking you down Mr. O'Donnell."

"Humph." A sly smile seemed to cross Wolf's lips in that moment. "Put that down, before you get hurt."

"Oh please don't start." She said annoyed from repetition.

"You really think you can take all three of us?" Leon exclaimed almost laughing.

"YES!" Billie said incredibly annoyed by him. "I can already tell, Wolf there is just like every other jackass I've ever hauled in. You killed the wrong guy, you stole from the wrong guy, you slept with the wrong guys wife!" she spat looking from Leon, to Wolf, and then Panther as she did so. "Guess what? I. DON'T. CARE. And while I expect gun threats mean very little to someone with your war record Mr. O'Donnell; you are still just like all the rest."

"And how's that?" He asked seeming amused.

"They always start off cocky; like the sun just shines out of their ass. They ask me to put the gun down; try to be all buddy, buddy. And then thinking it will be easy to beat me because I'm a woman they ask for hand to hand combat. Then when I start laying them out; they run!" She paused… "You can run Star Wolf, but I will catch you. And when I do you'll try to reason with me, and when that fails you may even try to flirt with me, and then when that fails you will get on your knees and beg me to let you go. Then I'll knock you unconscious, you will awaken several hours later in a jail cell, and I shall be long gone with my money."

The three just stood there in a shocked silence. Then Wolf let out a low deep laugh, Billie perked up her ears and gritted her teeth.

"So…" Wolf began "she is a bounty hunter after all."

Billie aimed her gun right at his leg, ready to immobilize him.

"I tell you what Radical Billie, you put that gun down and we **will **do hand to hand combat."

"Tch." Billie said through gritted teeth.

"But, it's not in me to run from a fight; so if you win, we'll come quietly."

"WE?" Panther and Leon exclaimed. Billie stared into his one eye, he looked sincere enough, for a criminal. Her white tail twitched a bit not knowing yet what to make of him. But she holstered her gun.

"Okay Mr. O'Donnell. Have it your way."

"Rip her to pieces Wolf!" Leon exclaimed.

Panther chimed in; "Do be careful Wolf, I believe this rose has thorns."

Billie struck her stance: feet apart to keep balance, arms protecting her center. She was ready, or so she thought. Wolf moved in a gray flash. She barely caught his hand as he sent it heel first into her stomach. Hardly able to hold his massive clawed hand in place as it dwarfed her hands so she twisted his wrist before his other hand barreling towards her head. Thinking fast she cart wheeled backwards, giving him a kick in the chin with her steel toed combat boot. She heard him grunt in pain, but when the cart wheels were finished he wasn't in front of her; she looked up to see his large frame shooting down from above her. Reflexively she put her arms up side to side protecting her head. They took the blow of his fists as he pegged her, then she heard his feet touch the ground. Lifting her arms to her side, she slammed her palms into his ears; he coiled back from the wringing pain. Not missing the opportunity she sent her right hook towards his good eye. He caught it and squeezed, she moaned with pain then sent her left knee into his abdomen. He hooked the bottom of her thigh with his other hand and pulled up. She fell backward, and her head hit the pavement. She laid there in a daze, then felt weight on top of her; Wolf straddled her and held her hands over her head with his right hand, and wrapped the left around her neck.

"It's over." He said looming over her.

She looked at him, still slightly dazed and trying to suck in air.

"Damn..it…" she sputtered in his grip.

"Good, now finish her Wolf!" Leon called from behind them.

Then Wolf heard something he never expected.

"Just do it…" She managed to get out.

"What? Kill you?" He looked down at his prey.

She closed her eyes and didn't struggle any farther.

"How interesting…" Wolf then released her throat. She instantly coughed and gasped for sweet oxygen.

"Why are you a bounty hunter?" He asked the still pinned lupine. "Money? Currency?"

"No, *gasp* it's just *wheeze* all I know how to do."

"I see." Wolf leaned his head to the side, and looked up like he was considering something.

"Look if you're gonna kill me just make it quick already!" She said annoyed at him.

"Ha-ha, easy there." Wolf released her hands and stood up.

"Don't toy with me!" Billie spat as he offered her his hand.

"I wasn't. I believe in civility among seasoned warriors." Wolf meant that, his jaw hurt like hell and his ears still had a ring.

"How would you like a better paying job?" he said as she sat up.

"You mean, on Star Wolf?"

"I could use someone of your talents. It's tough building up a solid reputation in the bounty hunting game."

"Having a woman on the team would be a breath of fresh air." Said Panther from behind them.

Billie sat in thought for a moment… then she looked up to the tall Wolf and took his large hand. He pulled her to her feet, and they walked her to her ship.

As the memory closed, Billie laid in bed and put her hand to her achy neck.

"If he had wanted to snap my neck in two it would have taken little to no effort on his part…" she thought.

"So why didn't you?" she said aloud to the silence.


	2. Chapter 2

CHAPTER 2

Minutes ticked by, and Billie had settled into her new abode quite nicely. She dolled up the place a bit rearranging furniture, the three pieces that were there; her bed a three legged table and an old fold out chair, in such a way it covered up some of the grimier areas. All she owned in the world was in her suitcase she'd taken out of her ship. She set it on the table, then came a tapping at her open door.

"Hi Panther." She turned to face him.

"Hello my dear." He said with his usual cool voice. "I haven't been here long myself, but I thought you might enjoy a tour. This place is quite large; I wouldn't want you to get lost."

"That's actually a good idea." She said ignoring the fact his tone always came off like a flirt. She guessed it was just his usual demeanor.

The two trotted down the hallway, then came to a leisurely pace where Panther would explain what corridors led to where. And whatever the area was generally used for. When they arrived in the cafeteria full of what Billie thought looked like sock monkeys with their shades on, Panther began to complain about the quality of the food, but Billie was tuning him out as thoughts swarmed around her head. She looked out at a starry window, seeing her reflection lay among a lovely golden nebula off in the distance.

"What are you doing Billie?" her thoughts prodded at her. "It took you years to build up your reputation among bounty hunters, to stand out from the mobs of them, why join these…" The thought grew fuzzy and she dwelled on it no more.

As Panther then led her back out to the ship deck, they walked by Wolfens, and small vessels belonging to various sock monkeys. She looked to hers, only to see Leon and Wolf standing around it talking about something. As she approached their voices became clear.

"I can honestly say I have never seen a ship like hers before, it's quite impressive. In many ways it's like an upgraded Wolfen… but I honestly can't put my finger on the structural design, or where these strange parts are from. They all look like custom jobs." Leon said to Wolf tapping the haul. "I would love to see what the engine looks like, or what this thing can do."

Wolf looked up at the vehicle, it was certainly shaped like a Wolfen but it's four large wings curved around in a semi circle, spanning out in a sort of X shape from the front. In the middle of them were several turrets; the model of which he could not place. The cockpit was also considerably larger than most Wolfens or Arwings. Everything about it was strange, unfamiliar to the Lylat system. The paint job matched Billie though, sleek black, with white wings, black spanning the tips. But no distinguishable markings, no brand names, not even a pair of initials.

"Like it?" Wolf turned around to see his newest member standing behind him.

"Where the hell did you get something like this?" He asked looking back up at it.

"Made it. She's my baby!" Billie said leaning on the lower wing. "From scratch; this old bird is 100% recycled parts.

"From scratch?" Wolf said on the verge of sounding impressed.

"Yeah, mostly scrap. I like working with metals."

"And the guns?" Leon said admiring their craft.

"Yeah, made those too; my own design. The efficiency of a blaster, with less than half the charge time."

"Impressive… for a custom job." Wolf began "This project must have taken quite some time."

"Little ways under a decade." She said to him quickly, revealing no more.

"I should put you to work upgrading my Wolfen." He said not liking being dismissed.

"Sure I'll have a look at your lasers; see what I can do, no promises."

"Well, looks like Wolf was right. This Radical Billie will be good for business." Leon chattered.

Billie looked at Wolf with one eyebrow raised. Without missing a beat he looked around at his wrecked base.

"There's plenty of scrap here for you to use." He said meeting her wit.

"Yeah, I noticed… so what the hell came through here?"

"An annoyance called Fox. You'll probably meet him soon enough…" Wolf looked enraged for a moment.

"Take it he aint' your BFF?" Billie joked.

"Humph." Wolf let off not amused. It almost sounded like a growl.

"You have your first assignment, get to it. Panther! Leon! Come with me." He said as he walked away in a huff. More do to the condition of his base than to her.

"Yeah, I'll… get on that." She whispered it for some reason. Leon just headed straight in Wolf's direction. Panther shot her a friendly smile, and then did the same. Billie looked over at the Wolfen in question.

"Good thing I keep my tools in my ship…" she said not so enthused about her first assignment.

* * *

As Wolf and the others made their way around the Sargasso zone; surveying the damage Star Fox had left in their search for his ex member Wolf kept swearing under his breath.

"So, about Billie-" Panther started but Wolf cut him off.

"No, I don't care if you ask her out."

"No sir, you know my heart belongs to the lovely Krystal."

"Ha!" Leon said amused. Panther ignored him and continued.

"Why are you so trusting of her so suddenly? I mean, letting her in after she tried to ambush us like that? Then showing her the base, and letting her pull apart your Wolfen."

In that moment Wolf came to a halt.

"Not that I'm questioning your authority. Panther knows you always think ahead, but some- not me- are wondering, why add a bounty hunter, to a gang of criminals?"

But Wolf wasn't even hearing him; he was surveying the base. Calculating repair costs in his head.

"Damnit." He growled.

"Panther is sorry Lord O'Donnell sir."

"Not you damnit!" Wolf shot back. "We are gonna need a huge fucking job to get this place back up to snuff."

"Maybe the new recruit Panther was just questioning you about, knows her way around transfer devices like these?" Leon suggested. Panther shot him a look.

"Alright, you two lunkheads take inventory of all that's been broken. I'm going to have a word with the new recruit."

Wolf then proceeded to angrily storm away. Panther looked at Leon as if to say 'what the hell'. Leon just laughed manically.

* * *

Meanwhile, as Billie was cleaning and making an excellent addition to one of Wolf's turrets; rock music was jamming out of her baby's speakers. She was actually a little impressed with herself, she had done the work on it quite quickly, maybe because she was a little nervous at her new job here and wanted to make a good first impression. The key elements with any good laser gun were basic, heat and precision. After giving his turret a good cleaning she opened up the barrel and redid some circuitry. Her own little recipe, for stronger shots, although it used more energy, that had never been an issue on her ship, for a long time ago she had developed her own recipe for long lasting dark matter fuel. Not that she would ever tell anyone.

"I'll take that secret to my grave for sure." She said aloud to no one. "But I do so love taking these little rotary engines apart." She loved to tinker, to find out what made machinery tick. And she was liking what she was seeing from this Wolfen; it looked like some kind of genius had put it together. "Wonder where the hell you got this Mr. O'Donnell." She thought remembering his prying earlier. After reattaching everything and making sure all was sturdy and in its place; she whipped her braid over her shoulder and strolled back to her baby swinging her toolbox and singing along to the song, badly.

Wolf had come to a full stop as he saw the spectacle in front of him. Billie who had taken her jacket off to work, in a little black shirt with a tad too much cleavage that showed off another brownish black blaze up her chest; just barley inching up to her neck, dancing around like a lunatic; singing along to Blue Oyster Cult's Burning for You, and swaying those hips. For a moment he found himself staring at her rear end in those tight white jeans, with the three black stripes curving out from above her tail and curving around her natural curve in just the right way. He closed his eyes and shook his head to snap out of it.

Then she went into the cockpit of her baby and started singing louder as she put her tools away. She still didn't notice him standing there… and while she was nice to look at; she could not hold a tune. Wolf looked over at the little work station she had set up on his Wolfen's wing.

"She works fast, I'll give her that." He said under his breath in the pause that comes with a song change. When she started singing Twighlight Zone he couldn't take it anymore.

"BILLIE!" He shouted over the music and walked towards her.

Billie's head shot up from her seat in the ship and she turned the music off and leaned over the side looking down at him.

"Oh, uhm… hello sir… uhm how long were you standing there?" She said in a shaky voice fiddling with her braid nervously.

"Long enough." He said as his lips tugged up into a smirk.

Billie put her hand over her face and sunk down into her seat.

"I uhm… like the set up of your weaponry, and I gave your left gun some extra oomph." She said getting over the awkwardness. "Won't fire as rapidly but it will be stronger, much stronger. I only had time to get to your left one though…"

"Even so that's some pretty fast work."

"Really?" Billie beamed and shot her head back up. "I find the key of rock makes the time slow for me I used some wiring I salvaged from some kind of transfer device, over there… it was broken. I knew you wouldn't mind."

"So you do know your way around those?"

"Yeah, well basic circuitry anyways… why do you ask?"

"Can you fix several of them?"

Billie stood up and wrapped her braid around her neck once again. "I can try."

"Alright, I have Leon and Panther taking inventory as we speak; You can discuss it with them tomorrow. For the moment…" he trailed off before he could ask her to get to work on his other turret, looking at her greasy hands and her tools everywhere. It had been a long time since Wolf O'Donnell had found himself impressed. Of course he would test the quality of her work later but for now, he remained impressed. "Why don't you get some sleep, it's been one hell of a long day."

"Oh, sure… uhm." She was a bit shocked at those words. And then found herself wondering if he wasn't the ruthless brute he had led on before.

"If you're hungry help yourself to something in the cafeteria." He said as he turned and walked away.

"Well, thank you!" she called after him. He didn't stop, just raised one hand into the air to acknowledge that he had heard.

"Hmmm…" She stood up in her ships cockpit and watched until she could see him no more. "Star Wolf huh. I can get used to it I guess."


	3. Chapter 3

CHAPTER 3

The next morning Billie awoke with a tumble off of her bed, not unusual; since she often had a variety of strange, vivid dreams. With a solid drool line running across the right side of her face leaving crust in her fur she got to her feet.

"Mehhh…" She groaned with a sore back. "Great, that's all I need…" She continued to mumble and swear under her breath down the hallway until she made her way into the bathroom.

There was nothing wrong with her, she just hated mornings, hated the groggy blur they came with upon first arising from the realm of sleep. As a matter of fact she was still in that delightful state of mind, where one thinks they are still sleeping and has no recollection of memories other than where the bathroom is. It wasn't until she laid her eyes on the showers; side to side separated by nothing but waist high walls that the memories of what had transpired the day before finally came back to her, like a bad penny.

"Shit." She said undoing her braid. "Shit, shit, shiiii…" she went on recalling she might very well be the only female in this entire place. Luckily, it was early; now mind you when it came to nudity, Billie wasn't shy; however she still didn't know what most of these criminals were here for exactly, and being the only woman she didn't think she could fight them all, and didn't care to press her luck. She was merely being cautious. There was a metal rack at the end of the line of showers containing several kinds of cleansers and shampoos, as well as some questionable towels. She grabbed a couple of items and showered as quickly as possible.

Afterwards in her towel she wandered back down the hallway to her bedroom, all of her thick black hair clumping up with the water down to her thighs. She whistled a little 'Don't Fear the Reaper'. Wolf heard the whistling as he was coming out of his room, and caught the toweled Billie opening the door to her room and disappearing inside. He walked down the hall only to see her door wide open still; she was combing through her thick locks with a white comb, it caught Wolf's eye for a moment; it looked old, missing a prong. Had the sort of look like it had been carved from bone. At that moment it dawned on him how very little he actually knew of his new recruit, he decided it was time to probe; and began by clearing his throat.

"Hey boss." She said in a calm voice, turning to him continuing her grooming.

"How long did it take you to grow that mess?" He asked trying to pinpoint her age.

"Quite a long time." She answered being as vague as possible. And Wolf didn't miss that fact. The battle of wits spun into motion.

"I usually make a point to get to know as much as possible about my team members."

"Is that before or after you hire them?" She said in a lightly snarky tone as she tossed the comb to her bed and began to replace her braid.

Wolf began to feel a bit annoyed with her. He propped himself against her doorway with his arms crossed and tried to get something out of her.

"Where do you come from?"

"Quite far from here."

"Here, being the Lylat system?"

"Yup."

"How old are you?" He tried a more direct approach.

"About your age, I imagine."

At that moment Wolf began to feel enraged, she was purposely dancing around his questions; in his mind trying to annoy him on purpose. "While in a towel…" suddenly popped into his mind. She was facing away from him now, wrapping her completed braid around her neck. He stared at the curve of her back, and couldn't tell if his blood pressure was rising do to that, or how annoying she was being deliberately. And Billie wanting to get off this whole subject decided to use the towel as an excuse.

"I gotta get dressed now," She turned her head to him. "You gonna watch?" She said with that sarcastic tone he hated.

"Next time, try not leaving your door open girly." He turned around and slammed it shut.

"Geez…" Billie thought. "Maybe he is a hardass after all."

Wolf stood on the other side of the door, with his thumb and forefinger on his temples letting his rage slowly drop. Not only had he not gotten anything out of her, but he was pretty sure she won this round.

"What is wrong with me?" he angrily thought at himself. Usually when it came to interrogation methods, he was as hard and composed as a statue. But this Radical Billie Shade knew exactly how to get under his skin, FAST. And he didn't like it. He walked down the hallway with that same old enraged took in his eye, looked out from one of the elevated pathways of his Sargasso zone at their ships thinking about what had just happened.

"She wasn't even that witty…" he thought out loud. She just knew how to distract him.

"Damnit, this is what I get for adding a woman to the team."

* * *

**I apologize for the shortness of this chapter; i shall not be letting that happen again.**


	4. Chapter 4

CHAPTER 4

Once Billie was dressed in her usual white and black scheme, she threw on her favorite jacket, a black garment with red stitching and two short tails that fell around her own tail nicely. She moved to the door; the embarrassing incident with Wolf five minutes ago was still fresh in her head. She quietly put her hand on the doorknob; she stopped for a moment looking at her black nails half wondering if he would be waiting for her out there, and half wondering why they still had doors with knobs in this place. It seemed so out of date. Slowly she cracked the door only sticking enough of herself out to survey the hallway: floors and walls, nothing more. She exhaled the breath she hadn't realized she'd been holding and stepped out, this time making sure to always close her door behind her. Then she made a leisurely stroll to find herself some food.

Leon looked at the amount of food on her tray in shock, and his jaw lay agape in horror as she scarffed down what he assumed was some sort of meat far more quickly than she should have.

"You… eat a lot, for a female." He finally found those words as he watched her eat like a whirlwind. She took a big gulp of water and came up for air.

"I'm just eating like this because I've been eating paste out of a tube for far too long!" She said it with happy excitement; then immediately went back to stuffing her face like a musket.

"I see," Leon said as he sharpened his knife in what Billie assumed was instead of eating. "So you can actually stomach that grotesque artificial crap?"

"It's cheap." She said flatly.

"Having trouble out there were you Radical Billie?"

"I could easily ask the same of you. No offense to my new employer of course but; I've been looking around this old hunk of metal and I gotta say it aint' exactly the Four Seasons."

"Yes well, we had some trouble rather close to home recently." He said holding up his knife admiring its fresh sharpness. "Honestly Wolf has really had to start from scratch with you and Panther."

"So I take it you're a senior member?"

"Yessss." The lizard hissed with an uncomfortable sort of grin. "I've known Wolf quite a long time, and I have been here since Star Wolf's creation."

"Does that make you my superior?" she shot over jokingly.

"I suppose it does, I hope you don't turn out to be the bitter disappointment I think you'll be."

Billie put her elbows up on the table and rested her smirking face on the backs of her hands. "Or what?"

"Or I'll jam this into your belly, and watch you bleed out; like a stuck pig." He snickered returning to his sharpening.

"Hmm… you're kind of, off aren't you?"

"Hehehe, oh you'll find we all are here."

"Speak for yourself reptile." Came a familiar smooth voice from behind. "As for the lovely Billie." Panther said taking the seat next to hers; he the handed her a piece of paper with some chicken scratch scribbled on it.

"What's this junk?" she said reading it as best she could.

"A list of important electronics that were damaged during the Star Fox raid. Wolf said to let our new mechanic have a look, and to be ready to ride out upon his return."

"Oh, okay. So who is Star Fox?"

"Leon could tell you more about them than I could; I only really know that my future wife works for them presently."

"Bwahaha! Oh stop it Panther you're killing me." Leon said not even looking up from this sharpening. "But I suppose I should clue you in since you will definitely run into them working for us, sooner or later. Star Wolf, and Star Fox have had a long bitter history together. I know for a fact that Wolf had a little grudge with Fox's predecessor before I even met him."

"What kind of grudge?" Billie asked.

"I don't know he doesn't like to talk about it. I tried to ask once, repeatedly; Wolf nearly took my head off." He said a bit too gleefully. "But I will tell you that from what I have seen, it is definitely a personal vendetta. I wouldn't ask if I were either of you, but we will cross paths with them soon enough: and then I once and for all will plunge this very knife into the back of a certain, blue bird!"

Billie and Panther both looked at each other, then back to Leon and his incessant sharpening.

"Riiiight… So then, where is Wolf?" She said remembering the towel incident.

"He had errands to run, contacts to meet; he's doing everything he can to try and rake in some money to fix the mess that Star Fox caused. Oh and he said he had to get some new toys for all of us, don't know what that was about. But he was clear when he said make sure Billie is ready to leave when I get back." Panther said.

"New toys huh…"

"Indeed milady."

With that Billie got up and went to look at the items on the list she'd been given, since she couldn't read it with excellent accuracy. Not to mention being around Leon's sharpening could be a bit unnerving.

* * *

Meanwhile Wolf was coasting his way through an asteroid field; he always had to take that way while in close proximity to Corneria to avoid the damned police.

"At least I got someone who really knows their tech." He said admiring Billie's handiwork as he blasted through oncoming asteroids. He was headed back to Sargasso and was actually taking his time; there was something therapeutic about blowing up giant rocks, hearing them break then watching the pieces scatter seemingly running away from you. But he could definitely see visible performance differences in the laser she had worked on, compared to the one she hadn't. It was smoother and stronger like a blaster at near full charge but, it was a bit slower than his other laser. He wondered if that was the reason she had multiple gun turrets on her ship. He found himself smirking a bit at that, he was going to have to really put her to work on their Wolfens next; after the base was back to its former glory. Not very glorified though, even in its prime. Everything had gone to crap after he'd joined the venom army, once a mighty solider he now felt like some common guttersnipe; scrounging around for work where there was little to be found. With that thought he blasted through another asteroid that was not even in his path. He growled in a low tone trying to banish these lingering thoughts from his head. And before he knew it he was within visual of his sad little base.

He pulled into the port and saw Billie coming down the open elevator, she and Leon were surrounded by what looked like random machine parts and they seemed to be arguing. Wolf landed his craft and got out as they approached what looked like another of Billie's work stations. They didn't even acknowledge his presence as they continued in their debate.

"Well Leon how many times did I ask for a socket wrench?"

"Well I handed you the only wrench that was there. Besides after that jump I got I didn't want to help you anymore, you're the mechanic not me!"

"I'm sorry Leon I didn't know it would give you a shock, or I would have thrown a sock monkey on it."

"But did you have to throw the wrench at me?"

"It slipped…" She said wagging her tail back and forth quickly.

"Do I dare to ask?" Wolf said to Panther who had joined him in watching.

"You pretty much just got the whole story." He returned. "So how did it go?"

"Without a hitch, got the pay and spent it on some things for our new mechanic. They're in the cargo bay of my Wolfen."

"Did you find out what you wanted to?" Panther asked as they walked away from the endless debate.

"Not exactly no. I asked everyone I could find in that stupid hollow asteroid. Some black market," Wolf gruffed lifting a heavy box. "Can't even get decent rumors."

"Anything worth mention? Anything at all?"

Wolf thought back; the first person he had asked had been some old black cat pedaling stolen ship parts.

"Radical Billie?" she said perking up her tattered ears. "I hear the guy is like seven feet tall! With a piercing black gaze that can chill you to the bone."

"Oooookay." Wolf said and asked several other dealers in the market plaza. All he got was outrageous survivor stories.

"Oh I heard that Radical Billie can hack right into your ships weapon system, make it useless."

"Well I heard, Billie Shade can leap out of your shadow, you'll never see him coming, not until he gets yah man!"

"I hear that guy isn't even from this galaxy…"

"Oh yea that Billie guy, I hear no one's ever gotten away from him. Not unless he killed them. He's got this fancy ship, it's way beyond anything the Cornerian government has ever come up with."

Then the time roll in Wolf's memory stopped and he simply said:

"Nothing worth mentioning."

"Too bad." Panther said.

They finished unloading the boxes and looked over to see how the bickering was going, and they saw Billie and Leon getting along once again, like they hadn't ever argued.

"So what's in the boxes?" She asked as she came their way and Leon walked away.

"You'll worry about these later. Right now, these are for you." Wolf opened one of the smaller boxes and pulled out some fancy communication headgear and handed her one.

"Wow these are nice." She said strapping it to the right side of her head and letting the red lens flip over her eye.

"I know a guy." Wolf said tapping the side of his e-patch. "The point is if we all have these we can keep in contact even while far from our ships."

"Cool." Billie looked at him through her red lens, and then had it flip back inside the gear.

"I'll take one to Leon shall I?" Panther said grabbing the extra and strolling away. "Have fun you two."

"Oh yea, I almost forgot, we are going somewhere?"

"Don't sound so surprised, it's nothing personal; I always take my new pilots out for a little test drive. Let's see if you impress."

Billie grabbed her jacket that had been hung over the side of her baby's wing. The pilots both got in their vehicles and fired them up.

"Ready when you are." She said opening a chat via ship.

"Try to keep up."

"Same to you."

The engines revved with combustion and they shot out of Sargasso never breaking radius from each other, in an impressively quick yet well timed double helix pattern. They went onward into the emptiness of space, destination unknown.


	5. Chapter 5

CHAPTER 5

They jettisoned on through the cosmos like pure windy light; headed towards the apparent direction of the golden nebula Billie had admired once before. Never breaking their helix they left the patterns imprint on the blackness of space as they rode on and on until the Sargasso Space Zone was just a small dot behind them.

"Not that this isn't fun, but where exactly are we headed?" Billie said bringing her ship to a stalled pace following Wolf's example.

"We are already here." He smirked to her face in the chat screen.

"What- WHOA!" she had to maneuver fast as an asteroid drifted slowly over her ship. "This is asteroid field!" she said looking around flustered.

"Is that a hint of nervousness I'm detecting from Radical Billie? I thought bounty hunters had to be ready for anything."

"Pfft, bounty hunting is simple, criminals are predictable. Asteroids make me nervous, you never know what way those fuckers are gonna decide to fly. And what do you know of me before I joined Star Wolf anyways?"

"Oh just some rumors…" Useless rumors." He thought rolling his eyes. No one was even sure if Billie was a man or a woman out there. "And that in itself is the problem girly."

"Oh my God, did you hear that one about how they think I'm seven feet tall?" she snickered over the line.

Wolf just made a sort of gruff growling noise.

Billie cleared her throat remembering his lack of a sense of humor.

"Anyways, in my opinion there is no better way to find out about someone than in an asteroid field." He said jetting his ship off to the center.

"Hide and seek then?" She said following slowly.

"Problem is, you are the one who is going to be doing the hiding!" he said and opened fire on her.

"EEK!" very quickly she went into a set of barrel rolls avoiding his shots. The round ex shape of her wings made a perfect sphere of a shield as she rolled; this was not missed on Wolf who now understood the reason for the odd shape.

"Are you crazy Wolf?" she said coming to a still and looking to where his ship had been, but he was nowhere to be seen.

"Stay on your toes." He said reappearing from behind a large asteroid.

Billie did a flip before he could get off a shot. The she pulled the throttle and disappeared into the field of stones.

"So it begins." Wolf said going after her.

The massive shadowy structures combined with the cold darkness of space made for a very intimidating field for them to play this little game. Wolf was aware of the risks, but he had tried a direct approach before and gotten nowhere; now he was going to get as much out of Billie as he could, her flight technique and her combat skills. And maybe even something about her. His eyes scanned for her ship in every direction; he tried is radar, but there was too much rock: too much interference. Billie was having the same problem, but she wasn't just going to cower and wait to be found, she was trying to get the jump on him.

"Come out, come out where ever you are." His deep voice rang in over her speakers, she felt sweat bead on her forehead and then heard his engine trugging by just behind the rock mass in front of her. She armed her turrets, and listened… listened, until… he was directly in front of her. Then she slammed her thumbs down on the turret buttons; under each top wing there were four turret barrels, eight in all and although slow, they were powerful. Wolf turned his head at the noise of them crashing through the rocks, they fired in line, starting from the barrels closest to the center then working their way out; making for a constant stream of bright red spheres headed his way.

He swirled and looped away as best he could, but still managed to take a shot. Billie tailed him until he looped back; for one second he looked down at her in her cockpit, and she looked up at him in his. And the next he was directly behind her.

"Good Billie, but I'm better." He opened fire.

"AHHHGH!" Billie barrel rolled straight downward taking a few shots but missing the majority of them. He ceased fire, then much to Wolf's surprise she made a quick recovery and fired her way through an asteroid. She disappeared once again.

"Oh that is it!" she said in aggravation over chat. "You can screw with me all you like, but nobody; and I mean **nobody** messes with my baby!"

"What the hell?" he said shocked to see her coming at him from directly in front of him; at the same time the two opened fire. They spun and looped around, avoiding almost every shot each one fired at the other; they drew closer and closer and what neither one realized about the other is, that they were smiling. Then at the very last possible moment, they both turned their ships vertically and swooshed by the other, by about one inch. Then they brought their ships back around and came to a halt, they were both a little damaged, but they stared each other down in silence assessing the damage to the other ones ship and the at that moment; Billie burst out in laughter over chat.

"That was soooo fun!" she said through her laughter.

Wolf just closed his eyes and let that old smirk paint its way onto his face. Not that he cared to admit it, especially not in the heat of the battle but he had been enjoying himself. And it was in that moment that Wolf decided, the skilled pilot/mechanic before him was a perfect addition to Star Wolf, and he didn't need to know any more about her than that.

"So is it over already?" She said not wanting the fun to stop.

"Yeah, I think the test is over. Besides that little test isn't the only reason I dragged you out here."

"It isn't?" she said moving her ship closer to his.

"No, you were a bounty hunter for a long time; tell me are you familiar with a place called the Smuggler's Rock?"

"You mean that hollowed out dwarf planet, hidden in the massive ice patch near Fichina? Place was practically my bread and butter, I'm well known over there; they'd want my head on a silver plate there, ha!" Then her black tipped ears drooped in realization "…Why?"

Wolf smirked at her over chat.

"Damnit all to hell; we are doing a job there aren't we?"

"Nah, just a pickup; more of a shakedown really. One of my connections is owed money from this establishment and we are going to go get it."

"Okay… but I'm gonna keep my hood up." She said following his Wolfen out of the asteroid field.

* * *

About an hour later Fichina was right behind them and they were keeping a sterling pace for the ice way off in the distance. As they drew in close to the ice Wolf opened a chat line what he heard was Billie, but singing along **badly** to the song 'Layla'.

"Billie… Billie… BILLIE!"

"Oh, heya, we are getting close huh?" she said shutting off her music.

"Billie, I don't mind that you listen to music. But you have to stop singing along."

At first she looked offended, but then she thought on it for a moment and nodded in agreement. It was more like howling than singing really...

"Now down to business, I assume you know where the Smuggler's Rock is?"

"Sure do, It can be tricky to find because there is so much interference from the ice, the trick is to just go forward, you're going to have to dodge ice like you would asteroids though so just try to stay as straight and level as possible. Wait have you never been here before?"

"Nope." He said. "Figured a practiced bounty hunter had though; so I saved this one instead of doing it earlier." He finished going over a massive drifting ice spear.

"Good plan, so what quadrant are we headed for?" she said tucking her braid back into her hood. It came down to her eyebrows casting a concealing shadow over the top half of her face.

Wolf tapped his e-patch and brought up the directions, then sent it to her new headgear. Billie flipped out her red lens and studied Wolf's attachment.

"Oh, I know that place. There's a really nice bar right near the port."

"Nothing social, we get in, we get out. I don't want someone to recognize you then get into a dog fight."

"Yes Lord O'Donnell." She said sounding serious, but he knew she worded it that way to test his patience.

Moments later Wolf looked upon a titanic ice cluster a midst all of the now seemingly small chunks and clusters.

"Beautiful isn't it?" she said to him; he looked down to his screen at her face admiring the ice before them. "The way the light, dances around in so many colors over it. All coming from inside of it; all of the lights inside... glowing like a heartbeat..." She trailed off like she was reciting poetry.

"Yes... it is." He said still looking at the screen. Then he pulled his eyes away towards it, "How do we get in?"

"Follow me." She chimed leading him towards it; she made a quick right turn under a spike and he followed, then led in. The tunnel around them was dimly lit, and went on for what seemed a very short amount of time, although it was long. Then they broke into the light, and looked around at an almost pleasant looking mixture of ice, and metal. Wolf looked out to see a wide variety of ships, all different makes and models. It was almost guaranteed that all of them belong to either criminals, or bounty hunters.

Billie grabbed a spot three ships down from Wolf.

"Whew it's crowded today." She said as they walked out of the lot together. She tugged her hood down low not wanting to be recognized; then with a fwip noise she checked her lens directions again. Wolf looked around at people running from place to place, never looking at each other or even bumping into each other, like a well timed dance.

"Are you sure you'll be recognized? No one around here even seems to notice us standing still. Not to mention when I asked around people didn't even know you were female for the most part."

"Yeah, you asked at some little boonie asteroid. This is the Smuggler's Rock, these are the big boys. And trust me; once people see my face, they forget the rumors." She looked up at him, he was a clear foot taller than her, and most other people there, "trust me." She said.

Wolf nodded and let her lead the way. They wove their way through the clusters of people over about two blocks, then they came to an almost vacant street. The slush from the ice crunched beneath their boots as Billie stopped in a storefront.

"This should be the place, now unfortunately your face is just as recognizable as mine, so we can't make up some bull crap story to get on the guys good side. If he knows Star Wolf was hired to get the payment you're probably on his shit list. So let's not hide we are Star Wolf; we'll just go in and shake em' down." She grunted wanting to get out of this place.

"I like it. Short, sweet, to the point. However, my contact made it clear he doesn't want this guy killed."

Billie looked disappointed and put her gun away. "Okayyyyy…"

They entered the store of clearly stolen military guns with a beep from the door. An old brown iguana looked up from his computer screen and in a raspy voice began speaking.

"Ah Wolf O'Donnell, I was expecting you sooner."

"I was delayed, but I guess you know why I'm here."

"Oh I'm not too worried about that." He said getting up and slowly approaching Wolf.

"Look around, you're in a gun store, full of any kind of guns you could imagine. I hope you're ready to tell our mutual friend, that I'm not paying up!"

During this exchanging of words, Billie was inching forward to the counter, the lizard was keeping a close eye on Wolf, but the small feminine figure faded into the background. Then she stopped near the counter as both Wolf and the shopkeeper pulled out their guns aiming directly for each other's heads.

"Well looks like we have a stalemate then, matters little." The iguana's voice was like gravel.

Wolf saw what Billie was up to, and he did a slight nod to her. With that she pulled out her gun and pointed it at the lizard.

"Not quite," she said as he turned to look.

"Since when does Star Wolf have a female member? ...wait, do I know you?"

"Nope." She said quickly.

"Yes I know your voice, but I cannot place-" He fell forwards, Wolf had knocked him unconscious with the butt of his gun.

"You really do make a good distraction." He said jokingly.

"What's that mean?"

"Nothing." Wolf said and went to the back of the store. He shot open a lock-box and took the money out of it." This should cover the client. And this is for us."

"You're taking all of it?"

"That was the deal, my employer merely wanted to get the point across that he wasn't going to be ignored." he said tossing her a stack.

Billie started giggling, and the two of them went out the back door and started to jog back to their ships. They wanted to get out of their as quickly as possible. They pulled out of the planet back through the ice field.

* * *

"I don't think that could have gone off any better." Wolf said.

"So what now?"

"The Sargasso zone." He said breaking a wide turn around Fichina.

"Wanna race there?" Billie asked.

"Hmm." Wolf stopped to consider it; truth be told he loved competition, he thrived on it. There was no fun to be had in peace and quiet, and it looked like she was the same. 'Must be why they call her Radical.' He thought. Then he put on his engine full blast and shot through space without a word.

"Hey! That's not fair you cheated!" she yelled after him.

She sped off after him and eventually the two came neck and neck, they both straightened out their noses so they were side to side. And Billie started passing Wolf up. 'Damn' he thought 'her ship really is like an upgraded Wolfen.' Then he heard her gasp loudly in shock and she fell back, he looked in front of them and swerved his own Wolfen to the side.

"What the fuck is that?!" Billie yelled looking at the large insect like robot before them.

Wolf didn't have time to answer before it shot a large stream of laser fire his way. He barrel rolled out of the way and returned fire. He hit the hinge of one of its wings and watched it coil back like it was in pain as its wing drifted off.

"It's organic." He said "Open fire."

Their two ships circled the insect shooting it with a barrage of plasma, but it just wouldn't go down.

"How much damn armor is…" She didn't finish her sentence her thoughts were interrupted by an old familiar voice. The voice cooed into her ear like the devil; "You could beat it, if you weren't ashamed of what you are."

"Shut up…" she said gripping her head. The voice did not let up "What you have concealed you shall become…"

"Billie focus!" Wolf yelled to her as she took a shot from that thing.

"AHH!" and right at that moment, as if she willed it to, the monster they had been fighting exploded into an ominous black cloud with a loud screeching noise, leaving no traces besides floating destroyed hunks and a strange sort of black scar that seemed to suck in the light. And just as quickly as Wolf saw it, it was gone; like some kind of mirage.

"What was that?" Wolf said. Billie's ship wasn't moving. "Billie, respond!"

"I'm okay, I just feel faint." She said using her hood to cover her eyes.

"What just happened?"

"I don't know." She lied. "I'll meet you back at Sargasso okay?" Without waiting for him to respond she sped off in the direction they had been going closing chat.

Wolf tailed her all the way there. 'What the hell was that thing?' He thought, never having seen anything like it. It was like a robot, but it felt pain.

He watched Billie's ship ahead of him 'and what did it do to her?'


	6. Chapter 6

CHAPTER 6

Somewhere along the way Wolf had lost her, but when he pulled into Sargasso her ship was there. He jumped out of his and saw Leon standing there.

"Hey what happened out there? Your ships look like they took some hits."

"Nothing we couldn't handle, where's Billie?"

"Did she get injured? Because she went straight to her room when she got back and wouldn't talk to anyone. Panther just said I don't understand women, peh! At least I can tell when they clearly aren't interested."

Wolf walked directly past him and made his way to her room. He saw Panther at the opening of the hallway. "There you are." He said expectantly.

"Is Billie-"

"She's not injured, but she refuses to come out of her room, she said she has to be alone. I find it's usually best to honor a lady's wishes."

"I need to know what the hell happened out there." Wolf said pushing past him. He knocked on her door.

"I already told you Panther I don't need a shoulder to cry on! I'm not even crying!" He heard her voice from inside.

"It's me." Wolf said through the door. He was answered with silence. "Billie what happened back there?"

"It's hard to explain. But really I'm okay."

"Did that thing do something to you?"

"No, quite the contrary actually… Wolf really I'm okay I just need to be alone, in the quiet. I'll come out later."

Not liking her answer he found his rage building again. She was lying, but about what… "You know exactly what happened back there don't you. Have you seen those things before?"

"No, I swear Wolf, I do know what happened back there; but I had never seen one of those things before. Please, just trust me…" her voice cracked at the end.

Against all of his better instincts, he did believe her. He heaved a heavy sigh and then he heard her small voice cracking behind the door:

"Just trust me okay? I really have to be alone."

"Okay." Was all he could say, he turned back out through the hall and saw Panther, who had seemingly heard the whole thing.

"You two should just admit your feelings and get it over with." Panther said.

"Excuse me?"

"Wolf don't play dumb, you two have had nothing but sexual tension between you since you had her pinned at the bar."

Wolf pointed one clawed finger at Panther's neck and said "Be careful." In a growling sort of voice. Panther shrugged his shoulders and said;

"Hey, I calls em' like I sees em'." Then smoothly strutted away.

Wolf shook his head. "I need a cigarette." He grumbled.

He went upstairs, and walked a long vacant hall to his office. There wasn't much in it, just a desk, with a chair and a computer he never used, and some lumpy old couch to one side. To the other side the whole wall was a window. This office was mostly just a place he knew he could be alone with his thoughts. He pulled an electronic cigarette out of one of his pockets, the end glowed blue like his e-patch as he took a puff. As the smoke surrounded his silhouette he looked out at a gold nebula in the distance. E-cigs had replaced all traditional cigarettes about 20 years ago, mostly because loosing lighters was so annoying the industry had turned completely to e-cigs do to demand,but there was also the little matter of traditional cigarettes causing cancer. He stood there in the smoke and let his mind wander.

"Damnit, Panther always talks too damn much." He said taking another drag. With the e-cig in his fingers, he let them run over his e-patch. A piece of himself that was useless without that patch, he hated that fact. That man who had taken his sight, that man he had hated so much; whose old bitter vendetta he had carried on to his son.

'Everyone has a piece of their past they don't want to remember.' He thought; and in that thought he decided to act like the incident with Billie earlier hadn't happened. She clearly wanted to forget whatever she did out there, so he'd let her. He put the e-cig back in his pocket, and sat down at his desk, counting the money they had gotten from Smuggler's Rock.

* * *

At that same moment, Billie was pacing her room up and down, holding her head trying to silence her thoughts; more importantly her memories.

"Okay, time to let it go…" she said holding her arms out, she looked at the backs of her hands, black stripes had begun appearing in the fur on them. "Calm down…"

She cooed to herself softly, and then she sat on the floor in the dark to meditate. Very slowly she breathed in through her nose, and out through her mouth like she had done so many times before, as her thoughts faded into a pleasant unbroken silence her blood pressure began to drop; and the stripes on her hands faded to gray, and in the next moment were gone. She remained in her meditation until she finally found the strength to get up. She rooted through her suitcase that she had thrown to the side of her bed her first night there, and brought out a small compact mirror, in the mirror she looked at her eyes, pulled the lids away and checked the whites, and they were white; normal clear white. She breathed a sigh of relief and sat down on the bed. Then she picked up the aged comb on her bed and began to slowly brush out the fur of her tail.

Trying to forget what had happened out in the cold vacuum of space she began to hum the ending of 'Layla', it was such a relaxing melody in its own right. No one spoke that night when Billie didn't show up for dinner, they ate in their silent victory after Wolf had given them their shares; and then each went to their own room to get some sleep.

* * *

The next morning, Billie once again awoke before anyone else to grab a quick shower, this time not undoing her braid she rolled it up to a bun on top of her head to keep it dry, and went back to her room as fast as possible. She put on a tight fitting black tee, and some red shorts, and her usual knee high combat boots; and of course she had to wrap her braid around like a scarf, it was like her signature. She made her way to the ship lot, wanting to see exactly what kind of condition her baby had been left in after that bug fiasco. As she approached the elevator she saw Wolf, he was facing away from her looking down at the ship lot.

He had been up for hours with insomnia; this happened to him a lot though; since he always had a lot on his mind. She paused for a moment, and before she could speak, she heard his deep voice say "Mornin'."

She cleared her throat and returned with, "Hey."

"You have a lot of work to do." He said not turning to look at her.

"Is my ship that bad?"

"No, but you ran off yesterday before I could give you your last assignment."

"Oh, well about yesterday-"

"You handled the job quite well." He cut her off.

"I mean about that weird robot…"

"It was clearly already damaged. Its first wing came off in a single shot, then we worked on it for a good 20 minutes and got nowhere; luckily it exploded."

"Well yes, about that explosion-"

"I don't care what yah did Billie." He turned his head so she could see the profile of his face, but she couldn't read his eye as it was covered by that patch. "The point is it worked, and you killed it."

"…" Billie had no words left to give at that.

"You didn't eat last night, go get some food in you then get back here, for your next assignment." And with that he stepped onto the elevator and went down, without facing her once.

"Well, that was easy." She said with a shrug.

As she sat in the cafeteria next to Panther and Leon, she saw them talking but heard no sound, her own thoughts were far too loud. Then in between chewing she remembered how long Leon had known Wolf; and the words just shot out.

"Leon, did Wolf have two eyes when you met him?" she said fingering her own headgear.

"I beg your pardon?" Leon said looking up from his conversation with Panther. Now mind you, Leon Powalski was a murderous raving lunatic but he certainly had good manners; for the most part.

"That patch he wears, it's a class three electronic patch, built specifically for the purpose to aid in vision, so his eye isn't completely blind it also looks like a relatively new model; the kind of thing you can add other features to as they are needed. Thusly I come to the conclusion his eye is still there but was badly damaged recently."

"Clever girl, too clever. Just leave it alone." He said quickly.

"I know he nearly took your head off, that's why I'm asking **you.**"

"If you want to know the truth, grow a spine and ask him."

"All I'm asking is, was his eye damaged when you met him?" she paused feeling like she was prying too much. "And were you there when it was?"

"Why do you need to know?" Leon said.

"Why indeed." Panther added never missing a pluck of a heart-string.

"Aren't either of you curious?" She pressed.

Leon sighed. "His eye **was** damaged when I met him, years ago on venom. He used to wear a normal black patch then; and you are right, the e-patch is a new model. He got it recently because he needed 20/20 vision to be a better pilot. However, I cannot tell you how it became damaged because I do not know. No one does, except him; and he doesn't like to share."

"Oh…" she said feeling deflated. "One of those things that will just make one go 'hmm' I guess."

"Don't worry; I'm sure he will tell **you** sooner or later." Panther said getting up.

"What does that mean?" Billie shot to his back, as he walked away.

"You and I both know the answer to that." He said in the distance.

Billie just raised one eyebrow at Leon, and he shrugged back to her. Minutes later the three of them walked out to the ship deck and saw Wolf on his Wolfen making some patch repairs.

"You wanted to see all of us, apparently." Billie said up to him.

"Me, Leon and Panther are going out." He said jumping down "And you, are going to stay here and fix every little thing in this base, until it's running like a good watch." He said looking down at her from his height.

"Everything!? With what?"

Wolf pointed a thumb at the boxes he had brought in yesterday. Billie sweat-dropped and looked around at the base, and all of her little work stations still around everywhere.

"I'll be up all night!" she gasped as they got into their Wolfens.

"Then you had better hop to it." Wolf said just before his cockpit closed.

And in a loud flash, the three of them were speeding away into space; away from the lone wolf Billie who now had no assistants. She turned around and looked at the boxes.

"Aww nerts…" she said and started to unpack them.

* * *

"Wolf, where are we going?" Leon asked as they sped through space in a triangular formation.

"Beltino orbital gate."

"Uhm, not to rain on your parade but you do realize how many people are aware of our bounty there, right? We probably have our own satellite." Leon returned flatly.

"We aren't going there to be seen, we are going to hack into military records and find out what the hell that thing was that attacked me and Billie yesterday."

"Sounds like an all day job." Panther said.

"What good will it do getting this information?" Leon prodded.

"Well, my guess is there are more of those things, and if we can take them out, maybe the government will remove the bounty from our heads. Then we can finally start getting some real work. No more of this scrounging around crap; we have been reduced to a bunch of common cutthroats; and I'm tired of it. Even that damn Fox was able to take out our measly excuse for a base. This ends now."

"Would be nice to be able to fly around as a free man for a change." Panther said

"That's why you left Billie behind isn't it?" Leon said "She has no bounty on her head and you didn't want to risk getting her some. Methinks you are getting a soft spot for that one."

"I am not going soft! Now you watch your mouths, both of you, and get set to do this! Got it?" His voice had a razors edge, and they both knew him well enough not to pry into it any farther.

"Understood." They both said simultaneously.

* * *

Meanwhile Billie was running around the base like a chicken with its head cut off. No time for music, or to dance, it was an all business sort of run; she worked late into the night, only aware of the time due to the clock on her headgear, she would occasionally flip out the lens. But other than that she only stopped to chug water, or to go to the bathroom, the rest was a stressful blur of connecting wires, getting zapped, soldering metal together; and even kicking many large metal sheets either into place or in frustration.

She was finally near completion at some ridiculous unknown hour, high up in front of the hall that led to Wolf's office; and she leaned on an empty box that was resting on her lap, she leaned her upper body of the top.

"I'll just close my eyes for five minutes…" she lied to herself. "Then I will put my tools away, just… five…"

She went out like a light. A very exhausted light.


	7. Chapter 7

CHAPTER 7

The three members of Star Wolf finally pulled back into Sargasso at a late hour, not that you could tell the hours out in space; but most people in the Lylat system operated on Corneria city time while in extended stays in space.

"I'm surprised we managed that so easily, these Aparoids must really be keeping the Cornerian government on their toes." Leon said with a sleepy stretch.

"And what good did it do?" Panther added joining Wolf and Leon in a sort of triangle. "No one seems to know anything about them, aside from the fact that one wiped out a Cornerian fleet on its own 17 years ago. What else did we find?"

"We found out that they have Star Fox and his little cronies working on finding out more… and," Wolf paused thinking back to earlier. "That someone on our own team can destroy them relatively easily. Even if we don't understand how."

Leon and Panther looked at each other, then back to Wolf and they all nodded in a sort of mutual understanding about their mechanic.

"For now, everyone just get some rest, I have a feeling we are going to need to be sharp in the near future." Wolf said, and then the three all went to wind down in their own way.

Wolf made his way to his office, on the elevator up he tugged out an e-cig, and as the blue glow permeated the darkness he stopped mid stride. And behold before him, just outside the dark hallway to his office, lay an utterly exhausted Billie, covered in grease and sweat from the high stress day she had endured in his absence. In all of the excitement of the day, he had forgotten about the job he had told her to do; he turned around and looked over the elevated pathways that wound all about his Sargasso zone, and realized he hadn't even noticed. But absolutely everything he had asked her to do was done, the transfer devices were all running, her work stations had been cleared away, and every box he had brought lay empty down next to her ship, her ship which looked like she hadn't touched it at all.

"Once again, Radical Billie performs her duties to the letter." He said exhaling a snaky wisp of smoke.

He then turned around and silently approached her and let his eyes take in the detail; she was crumpled up over the collapsing box breathing out of her mouth with a puddle of drool soaking the cardboard. Her right hand hung over the side of the box, there was a screwdriver hanging by three fingers threatening to fall; he looked at her little red toolbox leaning against the wall, she had been putting her tools away. He crouched down beside her and took the screwdriver from her greasy hand, and just as his old smirk started to show itself, the box finally collapsed under her weight and she fell face first to the floor.

'She couldn't have been laying like that very long…' he thought as he looked at her face pressed flat on the floor and her rear end up in the air, with her bushy white tail hanging limp and lifeless just like the rest of her. Almost snickering, Wolf picked her up and slung her over his shoulder; he couldn't tell if it was because he was strong, or she was light but he exerted little effort. He carried her into his office and laid her down on the sofa, her long thick braid fell to the floor as she laid there breathing loudly out of her mouth. Taking one last puff on his e-cig he replaced it into his pocket, then went out into the hall and put her last few tools away, he brought the toolbox into his office and set it next to the couch, then he sat in his chair and put his feet up on his desk, he stayed and listened to her breathing in the dark and let his thoughts be still for once.

And at that moment, he felt a wonderful, happy tiredness overcome him. Usually his thoughts would race into the wee hours, but right now in the dull light of the stars, and the white noise of her breathing in the background just made sleep seem so easily within his grasp. Although he didn't want to sleep in his office he could not move, his eyelids betrayed him, and grew far too heavy for him to hold up. For several minutes he laid back in the surreal area between the land of sleep, and the land of the living; then he was out.

* * *

Even in Billie's dreams, she was asleep. But she was not the Billie of now; in dreams she was still just a child. The small white wolf laid in a pleasant sleepy stupor surrounded by the thick green grass of her home planet, there were vibrant purple leaved plants, with little black veins; fragrant, lush white flowers dangled from the plants and surrounded her in her own small sphere. Her short hair made a sort of halo affect around her head pressed up to the grass. She lay beneath her slowly moving violet and orange sky, never opening her eyes: in that way she could preserve this small moment forever; back when everything was simple, when everything was right in her world. Oh these memories of so long ago now, it felt like it may never have even happened at all not if she opened her eyes, she couldn't, she wouldn't. She refused, again and again, even as voices surrounded her whispering pleasant things through her great leaves and petals. But then she heard one that stood out from the rest, one that was new in her land of dreams. It was a deep rumbling voice, but she was unafraid. This was not the voice of the woman who caused her so much strife; this was the voice of a man.

"Billie…" called the voice, like a far away thunder.

"Who is that?" she said in the small voice of a child. "They sound… so familiar."

"Billie, Billie…" the thunder came in closer.

The small white wolf felt herself sinking, sinking into the ground, still she was unafraid. She fell into blackness, and sunk down like she was in water then fell into a large body; the body of her true self. Billie fluttered her eyes open, there was a large shadow hanging over her, and in the initial blur of waking up she could only make out a bright blue left eye.

"Billie, wake up." Wolf and his voice came into full focus.

"…"

"You awake?" Wolf said over her with his hand on her shoulder, he had been shaking her, she hadn't even felt it.

"Just, a dream…" she whispered still gathering her bearings.

"Well nap time is over; it's already 9:00."

"Nine…" she whispered then she shot up. "Where am I? Why did I over sleep?"

"This is my office." He said turning and strolling to his desk.

"Did I pass out in here?" she asked embarrassed.

"Not exactly, no." Wolf mumbled not really wanting to get into anything. "I just woke up too, so we both overslept."

"Long day on both ends I guess." She said standing up.

Wolf just nodded, and then walked to the door. "You should go clean up." Was all he said then he walked out.

"I smell that bad?" Billie said to herself as she picked up her toolbox.

* * *

Billie cleaned herself up nicely as usual, and decided to sport her old black and white pants again, fresh from the laundry. She paired them with a tight laced tank top and her only pair of shoes, and then made her way out to her baby with some coffee in one hand and her toolbox in the other.

She fiddled around in the cargo bay of her ship getting out some liquid ship patch and a small soldering iron, decided she would seize the late day by getting her baby back into her prime self. As the lovely styling of 'comfortably numb' sailed through the air around her she let herself relax as she made the repairs. Wolf had waited for Billie to finish up in the showers; and after his fur was dry he walked out to the flight deck replacing his e-patch over his eye. He was still thinking about exactly how he should go about this Aparoid problem, Fox and his little rubes had basically beat him to the punch. A heavy sigh heaved from his lips as he realized he might never get this ridiculous bounty off of him, his thoughts raced on; memories of the days when he was so well respected, then his head popped empty as he heard music coming from in front of him. He stopped upon hearing the mellow tune drifting by him; and behold before him Billie on the wing of her ship, the light coming from behind her gave her white fur a sort of shiny glow. He stopped and stared, he could not look away, not that he cared too; then his mouth dropped open slightly as she bent her head back and worded out without singing: 'I have become comfortably numb.'

Then she bent back down and continued her patching, he looked down to her long elegant fingers as they expertly worked the metal.

"Like an old master isn't she?" Panther startled him, but he didn't show it in his composure. "So have you two broken your **tension** yet?"

"Watch it Panther." said not pulling his eyes away from their happy position.

"I noticed she and you slept in late, in your office… and you came out together."

"Nothing happened." His voice took on the sharpness of a razors edge again.

"Mhmm. Well I suppose it's a good thing she didn't turn you in then; she might have risked her reputation trying to spring you out." Panther chuckled, in the past having seen the way they looked at each other but could not seem to admit.

Wolf turned to him wanting to yell in protest, but as the long ending of the song finally came to a silent close, his brain started hatching an idea. An idea that started being fed by the fast rythum of 'Paint it Black'. He looked over at Billie, and finally the idea came to full fruition.

"That's it!" he said running off towards Billie leaving Panther alone and confused.

"Billie!" he called over the music. She looked down at him and killed the sound system of her ship, from the headgear that Wolf had given her.

"I'm almost done here, then I can get to your ship." She started.

"No not that, does anyone you used to know, now know you are now in Star Wolf?"

"Uhh, no. No one saw my face at the Swindler's Rock. Or Smuggler's Rock, or whatever. Why do you ask?"

"I know how I'm going to get this bounty off my head! **You** are going to turn me in."

"Beg your pardon?" She said widening her eyes and perking her ears up.

"Yes, I too would like to know what you are thinking." Panther yelled from far behind.

"Go find Leon, everyone in my office now!" he barked the order and jogged to the office.

* * *

About five minutes later the three underlings were standing confused in front of his desk; Wolf was rifling through his desk drawers.

"Here it is." He held up a wanted poster of himself with a bar code on it. "You'll need this right?"

"Well yes but, what are you thinking?" She said concerned about his behavior.

"Look, it's high time we shook off the rust, I'm tired of always trying to play the field only to come up empty handed. So this time, instead of going to the work, we will be the work."

Billie slowly closed her eyes and giggled. "You are crazy you know that right?"

"Well as far as the Cornerian police are concerned; you are still one of the best bounty hunters in the Lylat system, so let's use that."

"Wait, what are you two talking about?" Leon jumped in.

"Lord O'Donnell is referring to a swap and bust." Billie said rolling her head back.

"A what?" Panther and Leon both said.

"It's when a bounty hunter turns in a high bounty criminal, collects the money and then breaks them out." She explained.

"I'm too attractive for prison hun." Panther chided.

"Neither of you are going." Wolf broke in. "It is probably going to take all three of you to break me out, so only I'm getting turned in."

Billie looked down at the wanted poster. "Are you sure you know what you are getting into? I have seen these before, they can go south very fast."

"I trust you." Wolf said looking straight at her, which for some reason made her feel uncomfortable. But Wolf had remembered how smoothly the job at Smuggler's Rock had gone because he had trusted her, and he trusted her with this completely. Billie let out a long sigh.

"Okay, how are we doing this?" she asked folding her arms.


	8. Chapter 8

CHAPTER 8

After some careful preparation, team Star Wolf was zooming through space; bound for Corneria. Billie was nervously racking her brain as they flew on, thinking of every possible scenario that involved the death of one or more of them. Unless they were extremely precise in their planning, this would all turn to crap very fast. Loosing friends, was something that had happened before but was still never something one just got used to. And if she lost Wolf… She shook her head not wanting to finish that thought, and she started biting her black nails.

"Wolf where exactly on Corneria are we going to go? I mean don't you think me showing up to turn you in, with us in two separate ships will look odd? Have you even thought this through? I mean what-"

"Relax Billie, I have it all planned out. I'll fill you all in once we get there."

"Usually I like a little more Intel, with my Intel." Leon said coming into chat.

"I'm afraid I have to agree, I feel like you are sending us in blind." Panther added coolly.

"Okay so what Wolf, three Wolfens are just going to zute into Corneria city, 'Oh hey we are here to turn him in hahaha' I don't see that working." Billie spoke using her hands a lot through chat.

Wolf now used to her sarcastic attitude now found her more amusing than annoying, and just let out a gruff noise, somewhere between a chuckle and a growl.

"Okay look, Corneria city is where I'm going to be turned in yes but; we are not going directly there now. Most of Corneria is still thick jungles; we have lots of little places near the city to choose from. Just follow my lead, and stop questioning my every decision!" he snapped at the end tired of all the backtalk.

"Yes sir." They all said closing chat. They continued to follow him in a diamond shape: Wolf in the front, Leon to the left, Billie to the right, and Panther in back. Billie looked down at the wanted poster Wolf had given her for use during this mission, she looked down at the smiling and actually relatively well drawn portrait with concern. Team Star Wolf had become her friends; she had had a bad track record with those foolish enough to get close to her in the past. She gripped her steering wheel and said, "Not this time."

* * *

About two hours and eight minutes later, maybe ten depending on the clock; a familiar blue planet came into view. They all remained silent; trying to keep their minds focused on the task they had yet to be given. Keeping their perfect diamond formation the four pilots made a long arc just over the planet's atmosphere until they saw nothing but green below, nothing with the cold steel of the metropolis that was Corneria city. Then with momentary flame, they breached the planet's atmosphere, out here in the jungles, far from any road they would not get detected by anyone. Billie was taking in the pleasant green scenery, since she was a child she had loved being surrounded by nature; in space she hadn't realized how much she had grown to miss it. Wolf was looking out of his cockpit too; however he was keeping Corneria city's location in proximity on his ships mapping system, his eyes quickly scanned over the dense vegetation.

"Here." He finally said breaking the other three out of their own zoned out thoughts. Never once breaking the formation, all four members of team Star Wolf touched down to a little open pasture within a field of tall, thickly ivied trees. As the engines shut down, and the cockpits opened each emerged to explore their warm, windy surroundings. Each member admiring the lovely green bounty in their own way; Panther let the sun warm him, stretching out like a big house cat. Leon of course being reptilian also appreciated the energy the sunlight adorned him with like a garment. And poor Billie, although usually a place like this would be paradise, was too worried about something going wrong, typically bounty hunting was a simple formula: bad people did bad things, and then wound up on the ass end of an ass kicking. But when you were turning in someone you liked… someone you loved. That very thought made her freeze the warm light of the sun now felt a distant thing, she felt alone in the empty coldness of space as she stood in the open cockpit of her baby and watched Wolf fiddling around with something in his before he jumped down to the soft soil.

"Hey, Radical Billie," He teased, his voice bringing her back into the suns warm embrace. "Get down here." Even though he was barking an order.

As she stepped down and joined them Panthers voice floated by her ears, although she felt as if they were all far away now.

"So where exactly are we?" Panther's voice floated.

Wolf raised a large hand and pointed in a direction "Corneria city is about 20 minutes that way if you fly full speed." Then he paused in thought. He turned back to his Wolfen and grabbed a little black piece of fabric she could not identify from the distance; then with his back turned to everyone he took off his e-patch, and then quickly replaced it with the black fabric patch. When he turned around and started walking towards them Billie could see the top of a nasty looking scar from his black patch. She winced a little bit, not because she was grossed out by it, but because it looked like receiving the mark had been quite a painful experience.

"Billie, what exactly do you do when you turn in a bounty?" He said handing her his gun, and his patch. Billie took them, knowing he wasn't bringing them or they would surely be confiscated. All three of them were looking to her now; she was the expert on this mission. Then she cleared her throat and put her all business face on.

"Well, usually they are unconscious or just not all that rowdy… that was rare, but it did happen. And I tie them up and stuff them into my cargo bay." She said turning towards her baby and opening it up.

"Seems dangerous." Panther said.

"I like it!" Leon chimed in.

"Me too, we can't afford to do anything half assed today." Wolf concluded holding out his hands for her to tie.

"Right, I shall use my whole ass." Billie said digging around in her cargo bay for some tether. She came out with it, and a double chest holster with two blasters, it had been a while since she broke those babies out, but she needed to look the part today.

"Okay." Wolf began as she strapped the holster on, and then started to bind his hands. "Here's the plan; Billie is gonna do a convincing job turning me in to a minimum security prison. Since I am a high priority criminal, they will probably transfer me to a maximum security hold as quickly as possible, however this Aparoid problem we found out about seems to have the Cornerian military stretched thin so security will be child's play. You two lunk-heads, will wait here for Billie to return with the money, then you will follow her out; I have tucked a tracking chip into the fabric of this eye patch, since I couldn't take my other one." He looked at Billie now. "You can track it with your headgear, try to free me during transfer, somewhere far from the city, and then fly me back to my Wolfen, and we will get off this planet money in hand." He smirked.

"This is actually a brilliant idea." Leon exclaimed from behind them as Billie loaded him into her cargo bay.

"Are you, sure you want to go through with this?" She jittered nervously, as she flipped out her red lens and put a trace on the chip in his patch. She did not see him well in the darkness of the cargo bay, only heard his voice.

"Just make it convincing, you're in charge until I'm out, so keep your head on straight." He said with a confident tone.

"I just, I have a bad feeling about this, like-" Wolf cut her off.

"I trust you." Was all she heard from the dark.

"Okay…" she sighed. Then she closed him in and tossed Leon Wolf's gun.

"Hold on to that till I get back. You two just sit tight, I shouldn't be more than an hour."

They both nodded as she plopped down into her cockpit. Billie ran her retina into her baby, as was the only way to start it up, then down in the cargo hold Wolf felt the engine roar to life, and the motion of flight. He grumbled uncomfortably in the darkness as he was tossed this way and that with his hands tied, then she reached height and stabilized, and he just tried to get in a relatively comfortable position, Billie inside the cockpit gripping the wheel, heading for Corneria had made the phrase, 'it's just another job' her mantra. She bit her lower lip and looked down at his e-patch handing out of a nook in her baby's dashboard. Then she swallowed her nerves down into the depths of her belly and straightened her posture. She had to make this convincing if they were gonna pull this off without a hitch.

'We can't afford one of my little freak outs.' She thought, and channeled all rumors of the sternness of one Radical Billie Shade; rumors that had quite a bit of truth to them, particularly back when business was booming. With a stone cut gaze she headed forward.

* * *

Just about 20 minutes later as Wolf had said she flew over the Corneria city skyline; making her way for a minimum security prison on the outskirts she had dropped small bounties off at countless times before. She was well liked here, that gave her a much needed confidence boost as she touched down to the ship lot. Shutting her engines down, and composing the last bit of herself she got out of her baby.

"Finally." She heard a sarcastic voice call from the darkness.

"SHH." She whispered grabbing him by the back of the neck. "We really gotta sell it."

Wolf smirked as he was willingly pulled into the light, she smirked right back for only one instant, then old stone face returned and Wolf became a bit shocked at her strength; as she pulled him out and threw him to the ground of the fenced in ship port. He growled in pain and slight aggravation as he fell to his face, hands still bound behind his back.

"Oh save it, space scum!" Billie spat and but her boot to his shoulder, then lowering her weight to step in front of him. It didn't hurt him much as she was smaller than he; not to mention he was built like a brick shit house. But still, he was surprised by her strength and found himself wondering how he held her down the night they had met, 'maybe she was tired' he wondered.

Now that Billie was getting back into the groove of things she was enjoying herself a little too much.

"Hey Billie, got another one?" A brown falcon called to her from across the way, Wolf looked over at his ragtag ship and figured he was a bounty hunter as well.

"You know it Marcus!" she said pulling Wolf to his feet. "Get up already yah hairball." She pulled him up and jammed the laser around her belt into his back. "MARCH." She said sternly, and if looks could kill… Wolf grimaced, not wanting to smirk at that and blow it. Then they slowly made their way into the doors of the facility.

* * *

Meanwhile Panther and Leon were sitting on the wing of Leon's Wolfen listening to the cicadas playing their songs in the heat of the day.

"You think she's laying him out, you know to make it convincing?" Leon said admiring the sharpness of the blade on the end of Wolf's large gun.

"Most likely." Panther said stretching out as he laid back and let the sunlight shroud him.

* * *

"Move it!" Billie pushed him into the doorway. "I got one for yah Peter." She called over to a Dalmatian who had just been sitting bored at his desk.

"Billie! It's been so long since…" the officer paused and stared at the lupine that Billie had just kicked down to his knees.

"Holy shit…" He said with wide eyes. "That's Wolf O'Donnell!"

"Damn straight." Billie said in a cocky voice Wolf had never heard from her before, except on the night they had met. As a bounty hunter she acted totally different than as a Star Wolf member. It was like the Billie that worked for him, and the Radical Billie standing before him were two different people. Then she presented the officer with his wanted poster, and some kind of plastic card.

"I knew you could do it Billie, if anyone could haul him in you could!" as Peter took the items Wolf couldn't help but notice he was almost acting star struck towards her.

"But Billie why would you bring that weevil here? We handle minimum-"

"I'm a little scrapped for time." She quickly shot back not missing a cue. She even kept her gun pointed at Wolf's head for affect.

"Oh, of course, let me process this for you. Everyone get in here, we got one!" he headed to his desk and began typing away on his computer, then officers flooded the room, Wolf dwarfed them all so he was held down to the floor as he was put in proper handcuffs.

Billie winced a bit as they pulled him to his feet and pushed him towards the bars at the back of the room, which she knew led to the cells. They began to frisk him for weaponry, as they did so; they taunted him a bit being the only fun they ever had here.

"Not so tough now eh Star Wolf?"

"Yeah you're just a mouth full of teeth and a bad attitude now."

They all laughed at the fallen Wolf O'Donnell now. Billie bent her ears back not wanting to see this, she could tell even though he was remaining silent; he was holding back a lot of rage. Wolf absolutely detested any kind of authority other than his own, and she knew he must have found this degrading.

"He's clean." They finally said, and then one officer pointed to his eye patch.

"Hey what about this? Whenever I see this guy's picture he has one of those fancy e-patch contraptions.

"I took it." Billie quickly spun some lies. "After the fight, as a trophy, you know?" she half giggled. They nodded and turned him around reading him his rights, they seemed to feel the need to add; "come one you sack of crap." to the end. And then they hauled him down into the cell room, he turned his head and watched her until they turned the corner and he could no longer see her. She had watched him disappear, but heard them pack him into a cell and slam the doors. In that moment she grew even more respect towards her boss for putting up with that for the sake of earning his comrades some coin.

"That must have been an amazing fight, you will have to tell us the story sometime." Peter said handing her card back to her.

"Yeah." Was all she managed to get out, feeling the stone cold composure of Radical Billie slip away from her. She took her bounty registry card as Peter said;

"Usual place, you are gonna be set up for a long time with this. And sorry it was so slow; everything has been slow lately, with most of the officers pulled out on other things."

Billie just nodded and jogged out of the door. She had to get him out of that horrid little cell as soon as she could.

Wolf had listened to their exchange of words as best he could from his said cell and when he heard the door close out front he knew she was gone. He sighed knowing he'd be in there for at least an hour and sat down. The prisoner in the cell next to his was staring at him, Wolf let out a deep growl and he quickly moved away from the side of his cell that met with Wolf's.

'Please hurry…' he thought to Billie.


	9. Chapter 9

CHAPTER 9

Billie flew up over the city in a white flash; she wanted to move as quickly as possible, the idea of Wolf in that little cage was really bugging her. But more so, the sooner this swap and bust was over the less time there was for something to go wrong. In what felt like an eternity to the rushed Billie; she finally docked at the Beltino Orbital Gate. This was where every bounty hunter in the Lylat system had to come to collect bounty, and although she had done this countless times before, every little thing was feeling like it was taking too long. She jogged through the structure out of breath, around the swarm of people that always crowded the complex. Luckily for her word had not gotten out that she had caught him yet, Wolf must have known what he was doing planning this little scheme while the government had its hands tied with the Aparoid problem. Come to think of it, she wondered if they were making progress, that one she had fought had been pretty nasty. Another thing she was thankful for was her false reputation outside of the few peoples that saw her on a regular basis, no one up here ever picked Billie out of a crowd. And she really couldn't afford to be stopped right now.

"I need cash." She said through a little window, to a rather lovely cheetah with an exotic accent. Then she passed her bounty registration card through, it was registered at the moment with her capture of Wolf. She felt a bit strange realizing this was the last time she would probably ever use it. Once this little scam was over everyone would know that she was a pilot for Star Wolf.

"You sure honey? We take out 12% that way."Said the lovely cat.

"12%?! That's highway robbery… wait what am I saying." She mumbled to herself remembering she was in a rush. "Yes it's fine, just give me large bills."

"One moment sweetie." The cheetah disappeared behind a door in the back with her card. Billie sat there fidgeting her leg around and strumming her fingers on the counter top. And one agonizing moment in eternity later the cheetah reappeared with her card and 3 fat stacks of cash.

"Thank you for your service, and we hope to see you again." She said like a recording. Billie pocketed her card and grabbed the stacks, almost sprinting back to the ship lot. In the lot she had to slow her pace almost out of breath.

"Got to work on, my cardio…" she gasped. She had been clutching the money for dear life, then she looked up from her hands to see three people crowded around her baby; which was not an uncommon occurrence since it was one of a kind.

"Great…" her tone dripped with sarcasm as she strolled up catching her breath along the way. There was a toad, exclaiming in a loud voice that he had never seen anything like it. There was also a very pretty blue fox in a cat suit that fit her the exact right way, and next to her was a red fox that seemed to be agreeing with the toad. And the garments he was dressed in looked vaguely familiar.

"Wait…" Billie said as she drew in close enough to make out the details, well within earshot of them; "James?!" she exclaimed in utter shock. All three of them turned to look at her with surprised faces, Billie stood a bit taller than all of them, probably because she was a lupine, but she looked intently at the fox's face, taking in every detail.

"No, it isn't… of course it's not." She cursed herself under breath, remembering she had heard of her friend's death years ago, she had actually been late to the party, learning of his death after the venom war… that had led her into a deep depression for quite a long time.

"What did you just call me?" the unknown fox said in surprised curiosity. "Did you know James McCloud?"

"Yes, a long time ago. Did you know him?"

"A long time ago? You don't look a day over 25." The blue fox cut in, and then she quickly became silent and winced a little bit. She looked down and put her forefinger and middle finger on her temple.

Billie didn't take notice of that. "Oh that is very sweet." She said truly flattered. "But wait, if you are not James then-"

"I'm his son." He cut her off. "Fox McCloud."

"His son? When did that happen?!" she said in shock then looked at how young he was. Before Fox could say anything she let out a big "OHHHH." It dawned on her that Fox must have been born after their falling out.

"Well how did you know Fox's dad?" the toad eagerly asked.

"I'm… uhm…" Billie's thoughts were going a mile a minute. "Your dad he… I knew him when he was young, he taught me a bit of piloting and I taught him about some weird tech he was interested in… he said he was trying to put together this rag-tag team of mercenaries and see how far it would go."

"Wait, you knew my dad before he formed Star Fox? How is that possible? You are so young."

"Is that what he called it? He never was very good with… Wait, YOU ARE THAT FOX?!" Billie said remembering all that Leon had told her about Star Wolf's rivals.

Krystal finally looked up with an understanding look. "I'm Krystal." She extended her hand to Billie. "We just got in from Sauria on mission, and our mechanic Slippy is quite fascinated with your ship."

Billie shook her hand slowly. "I never said it was my ship..." Billie said suspiciously.

"Who cares about that?" Fox said. "How did you meet my dad? And not know about Star Fox for all this time?" he asked with an eager expression.

"Well he… James that is... offered me a job… but, uhm"

"You said no?" Fox guessed.

"Yeah." Billie fidgeted nervously. "Because of that we sort of had a falling out and… and." Thoughts racing around her brain kept going back to how she had joined the rival mercenary group of one of her best friends without even knowing, then **Wolf** popped into her brain, and all other thoughts vanished.

"I have to go! I'm sorry; really I have to go…" She said with her hands up, backing away and then quickly jumped into her ship and booted it up. "Uhm Fox?" she asked nervously before her cockpit closed, she wanted to ask how her dear friend had died but, she didn't want to bring up a painful memory for his son. "You're the spitting image of him." She finally said.

He grinned at that, Billie grinned back, and then they backed away as she took off. Krystal gazed out of the port Billie's ship had left through.

"Well, that was weird." Fox said still letting in sink in.

"Not so weird…" Krystal said looking over to him. "The entire time she spoke, she was being sincere. And her thought patterns, although they were racing a mile a minute, they were deep, and profound. Like someone who had lived many years, seen many things."

"So, she's older than she looks…" Fox concluded. Krystal nodded.

"And you should know Fox, when she thought of your father's death, she was filled with this… this raw agony, like I have never felt before. It was horrible, but completely genuine."

Fox looked down in silence, he hadn't even gotten her name, all he could do now was wonder what had happened for them to have whatever falling out they had, had.

"Man, if she was old, she must have been great with tech from years of practice, and she didn't tell me anything about that awesome ship!" Slippy's voice rang through the air, Krystal and Fox both shot him a look.

* * *

As Billie breached the atmosphere back to the rendezvous point she held her fist to her forehead and clenched her teeth, trying not to weep. She looked down at her shaking hand one the wheel; little gray stripes were starting to materialize. She wiped the tears out of her eyes and tried to calm herself.

"Now isn't the time." She yelled at herself. But she couldn't help it, team Star Wolf, who had become like her family was the enemy of one of her best friends successor. It was a bitter, dramatic irony, some kind of cruel cosmic joke. She gripped her wheel tight and slapped a look of composure on her face, but tears still streamed down leaving wet trails in her fur as she flew on.

* * *

Wolf stuck in his tiny little cell, sat in the silence awaiting rescue. He found his thoughts aimlessly wandering this way and that; he just let them fly onward literally having nothing better to do. He wondered if Billie had claimed the money yet, if she had even met up with Leon and Panther yet. Or if they would even transfer him today.

"Damnation…" he hissed putting his hands behind his head and leaning back stretching out his legs. Every one of his damn thoughts kept going back to Billie. And it was really getting on his nerves. Not because he didn't want to think of her, but because of what Panther had said to him about their supposed sexual tension. Or how Leon told him he was getting soft.

'Like I'm going soft…' he thought. Then his brain became fuzzy as he thought back to when he saw her surrounded in backlight, and the song 'comfortably numb' drifted around her in the air. A smirk crossed his lips and he let himself become a bit boggled at the memory. Or the memory of him leaving the office and hearing her ask if she smelled that bad, he found her scent rather light and inviting, not too strong like most broads who wear too much perfume. Then his eye shot open and he swore under his breath.

'Just get that ass moving Billie.' He thought loudly in his head.

* * *

Billie wiped her face with her faded striped hands and finally landed, the two members of Star Wolf came up to her ship as it opened.

"So?" Leon asked up at her. Billie tossed him a fat stack of cash. "Nice!" he said strumming it under his thumb.

"Went well I take it?" Panther watched her come down.

"Smooth as silk."

"Why are your eyes bloodshot?" Panther then asked looking at her face.

"I'm just tired." She lied. "And we still have work to do." She snatched the stack from Leon and made her way to Wolfs Wolfen.

"She's all business." Panther purred.

She stuffed the stacks underneath Wolf's thin seat cushion. "If we fail, we will all still know where this is." She then closed his cockpit and walked over to them, taking Wolf's gun back from Leon she said. "Alright you two, let's do this!"

"Right!" they both responded running to their ships.

"And stay focused this is the hard part."

They booked it at full speed forward, keeping in a perfect triangle formation. Billie flipped out her red lens and brought up the track in Wolf's eye patch.

* * *

Wolf sat in the cell, waiting for rescue, or transfer, either one he would welcome being bored out of his damn mind in the peace and quiet.

"They are here for you O'Donnell." Came Peter as he unlocked the cell and stepped aside. Wolf sat up as about five heavily armed guards (clearly not from this prison) came in and crowded around him. Breaking through the middle was the only one without a helmet, a tough looking brown lynx with thick black stripes running down him in nearly perfect symmetry. His ears were bent back making the top of his head look perfectly straight, and he had a nasty looking scar in a large circular pattern down his neck.

"Oh, I have been waiting a long time to welcome you to my prison." He said in a smooth refined way that almost made him seem like he was disturbed.

"Oh, I do so love being the guest of honor." Wolf shot back immediately showing his teeth in a grin. The lynx just smiled at him then clicked his fingers. The next moment Wolf saw stars as one of the guards nailed him across the head with a knight stick. He fell to the floor and looked up to the lynx as he was being cuffed.

"You seem to have a strong will, you don't care too much for authority I'm guessing. Well don't worry; I'm sure given time we will break you of that." As they pulled Wolf along surrounding him from all sides he decided to dance with this guy a little.

"So where exactly is this prison?" he said. The lynx did not turn around, but did speak.

"Out in the depths of the jungle, only one road to reach it, then we have to travel about twenty miles of dirt road. No one escapes The Cage." He said giving Wolf the name. "Those who do are either killed in the jungle, or come crawling straight back."

They threw Wolf in the back of a heavily armored truck, and two of the guards got in with him. The others waited at the doors for the lynx to get in one last word.

"I heard it was Billie who hauled your sorry ass in. You should feel right at home in my prison, she's the reason quite a few of them are in there. You should even feel honored to have been taken down by Radical Billie." Wolf looked into the lynx's cold yellow eyes.

"You know Billie huh?" he said wondering how he knew Billie was female.

"Oh yes, she's quite a beauty isn't she? Her reputation simply does not do her justice." Wolf narrowed his eye and glared at him for those words.

"You know her personally?" at this point Wolf was just stalling as much as he could.

"Yes, we go back a ways." The lynx strummed his fingers across his scar. "She saved my life once." Was all he said, then he clicked his fingers and the guards slammed the doors shut. Wolf heard them lock and then felt movement as the machine rumbled to life and then into motion.

'Saved his life?' he thought looking at the guards on either side of him.

* * *

"The lock on Wolf is good! He's heading down a highway just like we planned."

"All of the highways on Corneria are raised up above the vegetation. It will be the perfect way to ambush them from the air." Leon said over chat.

"Yes, let us wait for them to be far from the city, we can catch them alone." Panther added.

"Yea, catch Jimmy with his trousers down." She said in a fake accent. Then she bit her thumb nail…

"They are heading North." She said looking at her red lense.

"Yeah, they are probably taking him to The Cage." Leon assured her.

"Damnit…"

"Something wrong? We will get him before they even arrive." Panther added.

"It's not that." She shook her head. "If people know I brought him in, then Taylor probably came to take Wolf in."

"Taylor?" they both asked.

"There is no guarantee… but keep your fingers crossed that Wolf isn't in the hands of that sadistic lynx."

"Sadistic huh?" Leon said.

"Let's go and introduce ourselves." Panther chimed.


	10. Chapter 10

CHAPTER 10

"You sound like you had a bad run in with this 'Taylor'. What is so special about him?" Panther questioned her.

"Oh nothing, except he happens to be the warden of The Cage."

"You know the warden personally?"

"He was a criminal back then. I made the mistake of saving his life because the bounty called for him to be alive, I'll spare you the details but let's just say he has an obsessive personality. And now that stupid prison is all he lives for. To him the inmates are like insects he can squash under his boot; and for some reason he takes the inmates I throw in there and treats them the worst."

"Sounds like he's still got a thing for you." Leon said, truly knowing the inner workings of the mind of a sadist.

"How touching." Panther said. "But Billie runs with Wolf now."

"I run with Star Wolf if that's what you mean Panther."

"I think we both know what I mean… So what do you say we gain some altitude and shoot out the road ahead of them, leaving them nowhere to run." His smooth voice filled her ears.

"You read my mind, but how?"

"It's always like our very own Leon to keep a bomb or two lying around in his cargo bay…" Panther cued to Leon who said:

"You never know when you're going to need them." Billie giggled a little bit at that. They flew on high over the city's skyline and made their way to their boss's rescue.

* * *

As Wolf sat in the back of the armored van he heard the sliding of metal, he turned his head to look behind him at where the driver was and saw the lynx's eyes looking down at him from the passenger seat.

"So, how surprised were you when Billie took you down? Tell me, did you see anything strange?" The lynx prodded.

"Humph." Wolf grunted then remained silent.

"If you tell me what you saw, I'll be willing to make your stay in my prison just a bit more tolerable." His words slithered through the metal netting like so many venomous snakes.

"You can promise me anything you damn well please." Wolf turned away. "But words lose their charm when whispered from behind prison bars." After that Wolf chose to remain silent, knowing at any moment his rescue was imminent.

"Be as stubborn as you like, we have ways of breaking people like you… I only wish I could have seen her in action."

Wolf made a wide toothy grin in the dim light at that statement; knowing his wish was about to be granted; he knew the sound of Wolfens anywhere.

"Hey what's…? WHAT THE HELL?" the driver exclaimed, then all Wolf heard was an explosion, and his next sensation was getting tossed around like a rag-doll as the van swerved trying to break, then flipped.

* * *

"Target locked." Billie's voice chimed to the other two members of Star Wolf. "He is definitely in the back of that van."

"You mean the one that just flipped?" Leon chuckled.

"Leon, fall back and kill anyone who tries to escape back down the road, Panther you and me are going to kill the spares." She said targeting the guards trying to shoot at them from the ground.

There had been an SUV of some sort following behind the van and it was packed with guards, seemingly armed to the teeth.

"WHOAH." Panther called out as he narrowly avoided a large orange beam.

"Aw shit! He's got a BFG." Billie swore annoyed.

"A what?" Panther said locking on to him.

"A big fucking gun! Take em' out."

"Right."

Both were silent as they, looped up and down the road, taking a few shots but dishing out more, Billie's smooth fiery blasts seeming a constant due to all of her turrets. Panther's adding an extra zing to anything she may have left behind in her flaming wake. Until finally Billie took aim at the SUV; it exploded leaving every guard around it a bloody, lifeless, charred heap.

"Okay Panther, I'm going in to grab him, cover me." She said scanning for heartbeats all around with her headgear and only seeing them arise from the flipped van.

"You got it."

Billie landed her ship to one side of the flipped van. She ran across to the back with her duel blasters out ready for anything. She heard some rumbling from the back, like people were fighting. Then she heard two body's fall; her ears perked up and she took aim at the door charging her blasters up to red, and truly hoping Wolf was not one of the one's who had fallen. Then a loud noise came from within and the lock on the door filled with holes from the other side. A large boot kicked open the door and the owner stepped out.

"You're late." Wolf gruffed to her stepping into the light, holding one of the guards ak 47s in each hand. Billie looked at both guards on the floor behind him.

"I was delayed…" she said in a penitent tone. Then she shot her fully charged blasts into the air and holstered her blasters. She pulled his e-patch out of her pocket and presented it to him.

"You should have brought a cigarette." He said taking it from her with one large index finger; but he was smiling so she let it slide off of her.

"Well, isn't this ironic." A cold familiar tone arose from Taylor who had finally worked his way out of the flipped van; he was pointing a rocket launcher right at Wolf's head. "First Billie saves me the criminal, now I'm about to shoot her new criminal boss."

Billie just rolled her eyes. "God you're not still going on about that crap from eight years ago are you?"

"So you two have met… I thought he might have just been blowing smoke." Wolf was aiming right back at Taylor.

"Billie come over here, and I'm willing to forget this." Taylor's tone sounded a bit less icy.

Wolf wanted to gauge her reaction, but he also wanted to keep a close eye on the cat. So he didn't look, but he heard; Billie took Wolf's gun out her belt and took aim for Taylor.

"Face it Taylor, we never had anything between us other than your weird obsession with what I did to your captors that night. But like I said, I only needed you alive to collect the bounty." She shrugged. "I'm with Star Wolf now; you don't even exist to me anymore." Wolf smirked at that.

"You heard the lady." He said pleased.

"Why you little bi-" Taylor didn't get to finish as a laser blasted his arm off, and the gun with it. "GAAAAH!" He yelped in pain as blood spewed onto the road.

Billie and Wolf looked up, and she saw the face of her comrade on her red lens. "This is exiting!" Leon said happy at his handy work on the lynx.

"Nice shot." Panther applauded.

As Wolf threw down the guns, he put the e-patch that he had been holding with one finger into his pocket and they turned to leave. Then they heard yelling behind them; the bloodied Taylor was charging at them with a crazed look in his eyes, instantly Billie turned and kicked her right boot over the side of his face. He fell backwards with a thump, and he was out.

Without batting an eye the two turned back around and walked to Billie's ship.

"Think he'll live?" Wolf asked

"As long as he has that stupid prison, it's all he lives for now. He has no real authority outside of it. Live or die he is no threat to us anymore."

"Do I have to get back in the cargo bay?" Wolf asked.

"Haha, no, just sit down in the cockpit and…" she trailed off and picked up his wrists. The chain of his cuffs had been snapped down the middle. "I can pick these." She said and pulled a large curved knife out of her left boot.

Wolf looked at her face, deep in concentration as she worked, and then down at her hands. The long nimble fingers that he enjoyed watching expertly work pieces of metal, got through the first cuff with relative ease. It fell to the road with a small clink, and as she worked on the second one, he noticed the gray stripes on the backs of her hands, running up her wrists; he hadn't recalled seeing those before, but they were pretty dim maybe he had missed them.

"There." She concluded taking him out of the thought. "Done." She said and smiled up at him.

"Thank you." And he meant that, she had not only just made them an obscene amount of money, but had once and for all proven her absolute loyalty to the team. They looked into each other's faces, not realizing they were slowly drifting closer, and then through her head gear they both heard the sound of someone clearing their throat awkwardly.

They quickly snapped their heads upward and saw the two other members looking down on them from their hovering ships.

"Can we move on with this?" Leon snapped.

"Yes, this is a bit ill timed." Panther agreed.

Billie looked back, but Wolf was already climbing into her cockpit, she climbed up to join him. Wolf sat in her seat, even though she was much smaller, her seat was much larger than his, and it was very plush and comfortable; his was basically just leather on metal. Just when he thought he could get no more comfortable Billie's tail end pressed down on his lap. He just tried to keep his arms down as he felt his face grow hot, then the cockpit closed in around them. Her soft rear moved around over his lap in a little semi circle as she readjusted her tail, trying to get comfortable.

He looked down at the curve of her back as she did the retina scan that was required to start her baby's engine. Then when the ship started to rise she arched her back up and her weight grew heavy on him. He looked out of the window at the clouds whizzing by trying to focus on something else, as he was now feeling a light pleasant heat gather in his abdomen. He did not want it to go any farther down.

"So Wolf, when we get back to your Wolfen what's our next move?" she questioned him.

He cleared his throat. "Head away from Corneria as quickly as possible. We probably…" he trailed off as she leaned back into him a little bit then inched her lap forward to his thighs.

"So how are things in that tight little space?" Panther laughed hearing them over chat.

"Damnit Panther!" both Billie and Wolf yelled.

"Okay I'll talk to you guys when we get back to his ship…" Leon said sounding grossed out then clicked off chat.

"Yeah you should too Panther." Billie said annoyed then turned off her chat.

"How about some silence?" she said nervously to the owner of the thighs she was sitting on. She thought they had been calling her out. This whole time unknowing to what she had been putting Wolf through, she had been readjusting herself trying to forget she was in Wolf's lap. She bit her lip as she felt her temperature rising.

The blessing and the curse of being a lupine was the incredible sense of smell; and in this confined little space Wolf was getting a nose full of her light and airy pheromones, and she was getting a good whiff of his rich scent, and she liked it. It was earthy like the smell of soil after it rains; it really suited him. The two remained in their silent suffering all the way to Wolf's ship.

* * *

The three ships finally landed where this had all begun earlier. Billie didn't wait for the cockpit to even open all the way before she got up. Wolf let go of a breath, not even realizing he had been holding it. He got up and leaped down to the grass, and let the fresh air fill his nostrils and clear his head. He walked up to his own vehicle and with his back to all three of them changed out his patch, to replace it with his e-patch.

"I don't think that could have gone any better." Leon said from his ship.

"Yes, bravo Billie, bravo." Panther said to her for everyone to hear.

Wolf fiddled around and found the money under his seat. "Yes, excellent job." He said looking down to her with his returned 20/20 vision.

"Oh thanks you guys." She said as the breeze blew through her.

He nodded then sat down. "We should get off of Corneria as soon as possible." He said booting up his ship becoming all business once again.

"Uhm, Wolf…" she said it softly, still not entirely sure she should tell him what had happened when she met team Star Fox unexpectedly. Or even exactly how much she should tell him. All of a sudden the warm breeze made her feel cold. She felt like she had been lying to those closest to her; even though she didn't really lie, she just didn't tell.

"What is it?" he called into her long pause.

"Well, it's only a matter of time until word gets out I'm in Star Wolf and I…" she knew exactly what she wanted to say but the words simply refused to come up. Like she would drown if she opened her mouth to speak.

'Billie what's-" at that moment they all heard a chain of explosions. All four of them looked to where it had come from, the direction of Corneria city. And more still came through. Quickly Billie ran back into her ship, and all the members closed their cockpits and revved up their engines.

"What the fuck was that?" Leon said being the first into chat.

"I don't know, but we have to find out." Wolf said turning towards it and taking off. The others followed his example but Panther asked:

"Is that wise?"

"Yes, if we show up to save the city, they won't care one damn bit about the little swap and bust we just pulled."

"Dare to dream boss." Billie chimed in.

"Oh goodie more excitement!" Leon's voice was not for the faint of heart when he was exited.

Team Star Wolf flew off in the direction of Corneria city with all speed, every member having separate suspicions about the unknown attacker.


	11. Chapter 11

CHAPTER 11

"This is just horrible." Billie said stunned as they flew over the city.

Almost every building was up in large pillars of black smoke; so many black veils of pillars from a distance the city now seemed a vast cemetery, each flue signifying some poor horrid massacre that had to have taken place within the city not moments ago. The citizens scrambled this way and that in terror; trying to evacuate as quickly as possible.

"How could this have happened so quickly? You were here not two hours before!" Leon said in shock and awe.

"I know…" Billie could barley reply.

"It isn't just the city; I'm picking up distress calls from the Beltino Orbital Gate." Wolf said. "These fucking Aparoids work fast."

"That makes no sense! I was just there; when I was talking to Fox, everything seemed fine." Billie cried over chat.

"When you spoke with **who**?" Wolf shot to her quickly.

"Uhm…" Billie became robbed of her words by her tightening throat.

"You were up there, having a nice little chat with Fox, while I was rotting away in that cell? Have a nice little talk did you?" His words were like throwing knives, she did her best to dodge them.

"It isn't what you think Wolf! I ran into him on accident, I had no idea it was Star Fox until I left."

"Is that why you were **delayed**?" He said with more knives.

"We only did introductions I swear. As soon as I learned who they were I left. Their mechanic was interested in my ship… ugh what was his name, he was some little toad."

"I hate to break this up you two, but we have Aparoids." Panther said.

And through the veils of burning ebony rising into the sky, sure enough there were the spindly little creatures, destroying everything in their wake. Immediately with a pilots grace and precision they began to zoom their way through hoards of the abominations that had settled on the buildings, until they heard something they were not at all expecting from Billie.

"Oh my God! That's Fox!" she squealed looking down to the top of a building.

Wolf looked down to see his greatest adversary about to e erased from this world forever. The large creatures surrounded Fox, and he looked quickly around realizing he had zero options.

"Wolf." Billie pleaded. He looked down at her distraught face on his monitor. "Please!" Little did he know, in her eyes all she saw down there was the son of her old friend about to be massacred. But she was in genuine distress, he could tell that much from her face. Finally with a role of his eyes he knew he couldn't let Fox be killed while he had been trying to save the city, even if it took away his chance to do so… But it was more than that, even if he refused to admit it to himself; he needed Fox. He needed conflict in his life; it was the only way he knew how to exist.

'Bleeding hearts of the world unite.' was his thought as he locked onto Fox's location and opened up a chat line with his head gear. "You're a pitiful sight, pup."

Fox looked up to the Wolfen that was barreling down to his location. But before he could exhale a sigh of relief, Wolf opened fire. Billie almost screamed; but then she saw what Wolf was aiming for, as Fox leaped out of the way. Fox fell with a loud yell, thinking he was about to meet his maker. But then much to everyone's utter shock Wolf swooped down with the expert timing of a well practiced pilot and saved him. Fox landed on Wolf's wing with a thump.

"Wolf… what are you doing here?" he asked in a grateful, stunned relief.

"You're the one who dropped in unannounced." He said that as much to Billie as to Fox. "And if anyone's gonna tan your hide; it's gonna be me."

"Riiiiight…" Panther said playing along.

"Humph." Was all Leon had to say.

"Oh, boys…" Billie sighed with heavy relief. She still was not sure if Wolf had saved him for her, or because he was clearly one to honor the rules of engagement; perhaps a bit of both?

"Wipe that stupid look off your mug; all of you! We're not done yet."

Then they all flew forward to purge the city of the invaders, but Wolf was limited, he had to pilot his ship level so Fox wouldn't fall off. So Billie took it upon herself to be his personal bodyguard since his evasive maneuvers would be limited as well.

"You're on **my **Wolfen Fox. Don't disappoint me." Wolf gruffed in his usual tone.

"Don't worry about him." Panther chimed in. "You're like Wolf's surrogate gun."

Leon had to put in his piece; "Go ahead and blunder: you'll end up as a target."

"What, you?" Fox said looking to Billie's ship. "You're a member of Star Wolf?" he asked in confusion.

"Yeah, didn't think I'd see you again." Billie said with a giggle.

Wolf was more focused on the battlefield. "Hey watch it Fox, there's the enemy."

And with that statement, Fox turned his attention to mowing through the invaders with his blaster. The other three pilots fell behind Wolf, and kept anything and everything off of his tail, however Leon and Panther were forced to branch out as the enemy did.

"Damn, there goes one of my favorite café's." Panther said blasting some abomination out of the sky. "When this is over I want a first class meal."

"They look like sturdy little fucks don't they?" Wolf said as he blasted through one dumb enough to get directly in front of his ship.

"It's no fun fighting an enemy you can't shake." Leon said in utter annoyance; no longer finding this fight enthralling.

Billie, following Wolf was using all of her focus to blast missiles off of Wolf's tail. As the numbers of the Aparoids seemed to cut down a bit, the rest of Star Fox flew into view.

A falcon she didn't recognize joined the chat. "We got these guys on the run now." He was blue; Billie wondered if that had been the bird Leon had referred to once before.

Then someone she did recognize, Slippy; "Well, I recognize that unique ship make anywhere, it's good to see yah again. We got the baddies on this side."

Billie just laughed nervously, wondering what Wolf was thinking of team Star Fox being all buddy-buddy towards her. "Oh damnit someone's locked onto me." She said, doing a helix role around a skyscraper to shake them, and then blast them after her u-turn. But she had left Wolf un-guarded. She nervously rushed back to see Fox had it under control. 'He really is like James…' she thought admiring his accuracy.

"This is so annoying!" Leon said barrel rolling out of the way of a swarm, Panther had to come in from behind and help him eradicate the spares.

"Hey you should take me for a ride sometime." Slippy said having just seen Fox's position.

"Quiet toady." Wolf shot back to him still having zero sense of humor.

"What is that?" Billie said looking at something bigger than any other Aparoid they had seen all day.

"That is general Pepper's ship!" Said an old grey hare over chat.

"The Aparoids have mutated him! But the mutation is unnatural, he's deteriorating." Billie said with one look at him.

"It's too late, the Aparoids got me. My body… is no longer under my control." The general sputtered out in pain.

"…No!" Fox said lowering his gun.

"This is my final request… Destroy the ship… Destroy ME!"

"Don't say that! I can't-"

"You would make me an accomplice to these fiends?!"

"That's the truth of it. Accept it Fox." Wolf said, his eye growing narrow In his sternness; the sternness of a practiced pilot.

Fox slammed his fist to the Wolfen. "Why?! Why is this happening?" He looked up to the general's ship closing in on them. "Noooo!" But it didn't matter how much he protested, it **was** happening. He had no time to close his eyes and pretend it all to be a bad dream; he had to defend himself.

"My body… it's betraying me! Take me out!"

"General-" Fox tried to argue, but was quickly cut off by Wolf.

"Don't hesitate Fox! You gotta do it."

"What do we do?" asked the nervous Slippy.

"Don't worry Fox, just fire!" the general argued.

Everyone was hesitant though. All waiting for the absolution. Slippy finally found it:

"There's no way around it…"

They all moved in, all but Billie; she was distracted by the old familiar voice in her head. The voice of the one she hated most, from so long ago, who had against her will seemed to take a new home in Billie's head. Telling her the things she did not wish to hear, but in a way that made it sound so appealing. Like her own personal demon.

"You could end this you know… with one effortless flick of the wrist." It tried to charm her. Billie looked down at her hands; the gray stripes were slowly shifting into a thick pronounced black. "I won't… I refuse." Billie argued through gritted teeth. "You won't? but you can…" Billie lost in her mind's maze was unaware of the generals cries for pain as team Star Fox, and Star Wolf circled around, desperately trying to save… or rather finish him.

The only thing she heard was the voice of Wolf. "I got missiles on my tail, I can't shake em'!"

"NO." she held her hands up to the glass, and all three missiles that followed him, exploded, leaving behind strange pitch black marks that almost seemed to stain the air.

"What was that?" Fox said looking back at the blackness.

"Just forget it! Focus on the enemy!" she said over chat, Wolf looked down on monitor and saw for himself; the white's of her eyes were gone, each one was completely pitch black.

Wolf thought back to when she had destroyed the other Aparoid, although the black mark was harder to see in the dark of space he was sure it was the same mark. "She's right Fox; we need to end this now." Wolf said getting everyone's attention off of the subject.

Billie ignoring what was happening to herself got back into the groove of shooting any Aparoid on sight. As did they all, each displaying that they were a capable pilot.

"Looks like they are in bad shape now." Wolf said quickly as their numbers seemed to be decreasing.

"Shoot!" the general cried. "I'm already an Aparoid. Honor Fox! Let me keep my honor!"

"General!" Fox cried as he launched the last his rocket launcher had to give, and they all heard the general's last painful cry of agony.

"Good Fox…" said the general, almost sounding at peace. His ship began to fall to the city outskirt, and then they saw a lone Arwing.

"General Pepper!" said the hare that was bolting in the Arwing.

"Peppy!" Fox cried. But it was too late, in the last instant all there was to be seen was a massive white explosion. Billie could linger no more, she had to get away from the chaos. Gripping her wheel for dear life she shot up for the atmosphere, Panther and Leon followed, knowing they still technically had bounty here.

As Fox was relieved to hear that Pepper, and Peppy were still in one piece Wolf took no notice. He was looking up at the sky in the direction Billie had gone. He let out a long breath, then he went to the nearest building to let go of his little tag along.

"I owe you my life on that one Wolf. Thanks." Fox said graciously.

"I thought I told you, I didn't come here to save you." Wolf said still sitting on his own bounty.

"Even so…"

"Humph." He gruffed in his own tone. "So how long you plan on taking space up on my wing?"

"Oh uhm…" Fox jumped down. Wolf didn't turn his head to watch him go, but he knew this Aparoid problem was only going to get worse. And since Fox was on the job, Wolf thought he would give him something to use near the end of his journey.

"Fox… Let me give you one piece of advice. Don't hesitate! When the time comes, just act!"

And with that, Wolf bolted away into the sky. Fox had no idea where he was headed, but he still couldn't believe the man who had tried to kill him on several occasions just saved him like that. He was a complex guy indeed.

Wolf had other things on his mind at this point however; he was bound for Billie's direction with a lock on her ship. He was going to once and for all get some damn answers out of his mechanic. He rocketed up into the blue, leaving nothing but a thin white trail, which was quick to disappear. Like he had never been on Corneria today.


	12. Chapter 12

CHAPTER 12

As Billie's baby cut through the atmosphere in a trail of fire, Wolf's face popped up on her screen in a scowl.

"You owe me some answers girly." He said looking at her eyes, they looked like they had always since the day they met; for a second he wondered if he had seen her correctly in the rush of the battle earlier.

"What are you getting at Wolf?" Panther asked.

"You destroyed those missiles that were tailing me, just like you destroyed that Aparoid the day I took you out to test you. How did you do it? And how come you were concerned for that Fox like some old chum, if you had just met him today?!" he said with a rage, not that he was angry at her; she had been a valuable asset now more times than he could count. But if there was one thing he hated: it was being lied to by a member of his team.

"I promise…" she said with a surprisingly calm composure. "I will explain everything to you once we deal with that."

Wolf looked ahead at the Beltino Orbital Gate in the distance; team Star Fox had moved fast, and were already helping the Cornerian military clean up the swarm. With a displeased sort of noise, Wolf put Billie to the back of his mind for the moment, after all for everything she hadn't told him he still trusted her. Why he could not say… he felt a great deal of concern for her as well. He shook his head empty; once again stuffing his unknown feelings down to deal with the problem ahead.

"Do these things have no end?" Billie asked looking out at the war zone; it was like they hadn't dented their numbers at all back on Corneria.

"Let's just get them out of here as quickly as possible." Wolf said, but he trailed off as he saw more arriving along with large missiles.

"They are trying to blow the gate." Leon said. Wolf was already working on getting ahold of team Star Fox in the scramble.

"There's too many!" Fox's voice came through.

"Don't start sounding like a coward now Fox! Leave this missile to us." Wolf said as all four of his team members moved in.

"Are you all beak and no bite bird-brain?" Leon casually shot to his rival.

"Great, it's the lizard-boy Leon…"

"Well, the gang's all here." Said Krystal, happy to have the help.

Despite almost everyone seeming to have hostile feelings for each other, the two teams meshed relatively well on the battle field. Especially Wolf, now that he no longer had his tag along; he was an amazing pilot… actually his flight technique looked vaguely familiar to her. Where had she seen it before? She looked at the similarities between his and Fox's style,

"Hmm… they both pilot like James." She thought… Then she opened her eyes wide and remembered Leon's words from what felt like an eternity ago now. "…all I can tell you is, it is clearly a personal vendetta." Her eyebrows and ears rose as the realization dawned on her; it looks like he had been keeping things from her as well. Then she heard something beep, coming back into focus she did loop after loop to avoid the small swarm on her tail.

"Damn, I can't shake them!" Billie said aggravated at herself, she hadn't been able to keep her head out of the clouds all day. Wolf swooped in from behind her and blasted them away; he made it look easy.

"Don't lose your head again." His tone sounded like he was teasing her.

"Damn, how many are there?" Krystal said trying to shake a cluster on her tail.

"One thing after another, this is never gonna end!" Falco sounded like he was giving up.

Billie thought it time to show off one of her ships best features, She looped herself around quickly, the x shaped wings creating a large sharp ball, she weaved over and under the clusters of enemies, they went splat as she mowed through them.

"It's good to see you again." Krystal said to her in appreciation.

"Yeah, you seem to be a bit late to the party." Billie joked back.

The two teams cleared the enemies and their missiles until space once again, seemed a vast empty place.

"That's it!" Fox's happily sang in over chat. "We did it!"

"Another missile detected." Came the voice of a robot to all of their surprise.

"Uhhh… that looks bigger than a missile." Falco said; taking in the gargantuan sight of what they all hoped was the last thing these Aparoids had up their sleeve.

"Fox, leave the enemies around it to us." Wolf said looking at the new wave it had brought in with it. Team Star Wolf then moved forward, giving the enemy everything they had. But no matter how many they took out there were only more; they were like a flood.

"Common' everyone, we can't give up now." Peppy said.

Billie looked at her teammates trying to keep back the horrible numbers, then she looked at Fox… he could make a dent in that thing… if there were more gunman working on it. She gripped her steering wheel, knowing exactly what she had to do.

"Everyone focus on the missile, leave the Aparoids to me," she said with a sternness she seldom ever used.

"Are you crazy?" Wolf said.

"You just gotta trust me alright!" she snapped not in the mood for his crap. "And please don't resent me for this… just help Fox." Wolf looked confused for a moment; then he saw her ship become still and her cockpit opened.

"BILLIE! WHAT ARE YOU-" he stopped short, for he could not see her, the only thing coming from her cockpit was a pitch black smoke, that moved like liquid. It quickly spanned the radius of her ship.

"What in the world?" Slippy said in shock.

"What is that?" Leon asked in awe.

Then arising from the smoke, they saw the silhouette of a humanoid figure. Almost blending in with the black of space, it zoomed through the vicinity with ship like speed, and arrow like precision pierced straight through the center of each enemy. Taking them out in surprisingly efficient rate, their numbers were actually reducing now.

"Well, I don't believe it! She's a Shadow Legion!" Krystal said.

"A what?" Wolf quickly asked.

"That explains her unusual thought patterns… but that's strange I always thought they were just a myth…I guess the legend is true about what happened to them then."

"What is going on?" Fox said

And that was all Wolf needed to hear, to know Billie knew what she was doing.

"You heard Billie! Get your asses focused on that missile!" Wolf said to everyone.

"Right!" everyone called through at once.

"I still don't understand what is going on… I mean how is she breathing?"

"Relax Slippy, if the old tales of the Shadow Legions are true; then we have nothing to worry about down there. She has given us this opportunity, let's make it count." Krystal said.

"Yeah, but it's still pretty cool to watch." Falco said a bit distracted.

"It accelerates as it loses parts!" Peppy said, putting everyone's focus on the great wepon.

And with everyone focused on it they broke it down quickly, then in one great simultaneous shot from the back, they blasted it through.

"Missile destruction confirmed." Fox said as they all watched the explosion drown in the vacuum of space.

"Krystal, what is a Shadow Legion?" Wolf asked as he watched Billie zip back to her ship right over him.

"Well, legends of their powers and prowess can be traced back to even thousands of years ago. However because there has never been any physical evidence of their culture or existence; people always assumed they were just that: a legend. To actually see one in the flesh, this is amazing." She answered him.

"Billie that **was** amazing." Panther said once her cockpit had closed. "How did you do it?"

"Yeah, thanks for the help." Fox said. And although he wanted to stay and ask her more about his father, they had something much more important to deal with now. "Okay team, move out!" And with that team Star Wolf was alone, watching them use the gate to go somewhere unknown.

"Where do you suppose they are off to?" Billie asked in a soft, tired voice.

"Aparoid home world." Wolf said never missing a trick. "I'm putting a lock on the Great Fox; we are going to help them finish this thing once and for all. And Billie…"

She sat silently waiting to be scolded.

"If we live, you can tell us the whole truth." He said relatively softly. Too surprised and sleepy to respond she just nodded.

Then the team flew off for Sargasso.

* * *

When they finally arrived at the base, not one of wasted a second; each knew exactly what they had to do. Panther went off to get them a little pick me up; it had been almost seven hours since they had last eaten. Leon began to refuel the Wolfens for the long trip. And Billie, with a groggy yawn inspected the ships for little repairs she could quickly make. Wolf noticing how tired she seemed all of a sudden; stayed to help her. They were on top of one of Leon's wings, she was soldering a peppered group of holes shut, and he was helping with a soldering iron of his own.

"So, are you tired because of what you did back there?" He questioned while they worked.

"Yeah, I never did learn how to use it properly…" She mumbled.

"You mean, that black… smoke?"

"It's called the shadow lace. It is the energy within all Shadow Legion."

"You use your own life energy to fight?"

"Yes. We all did; we were once a great many that is why the dubbed us the Legion; For we are many… well were."

"What happened to them?" Wolf stopped working and looked at her. "What happened to your people?"

She looked up at him with her tired, bloodshot eyes. "I don't know…" she said as her eyes watered a bit. "It's true what Krystal said; I am the last, but I was also one of the weakest…" she trailed off and looked at her heavily striped hands. For that instant, Wolf looked at her like he wanted to hold her, and kiss her tears away, then reality came crashing from under them with Panther's voice;

"Coffee!" he held up paper cups to each of them from below. Wolf wanted to throttle him, but then he remembered they were on a tight schedule so he just grabbed a cup.

"Thank you."Billie grabbed the other and took a heavy gulp trying to wake back up. Wolf opened up his mouth to speak, but she spoke first.

"All I have to check now is my ship." Then she quickly jumped down.

"Did I interrupt something?" Panther looked up at Wolf, who just sighed.

* * *

They all got into their vessels and checked the systems; everything seemed to be running okay.

"Everyone ready? This may be our last mission; don't screw it up." Wolf said as they all closed themselves in.

"It's all good." Said Leon.

"Me too." Billie chimed.

"Ready here." Panther echoed.

And with that they made a leap into hyperspace, Wolf knew they would catch Fox either in the nick of time, or have to mop up their mess. He really hoped it wasn't the latter as they continued on through the long jump.

"Uhm, Wolf; again I'm not questioning you. But why are we doing this? Even if we succeed in helping Star Fox; **we **still won't be getting paid." Panther said after a long silence in their hyper jump.

"I'm aware. And I'm not worried about it. Billie just made us money we'll be able to use for a long time," He said still sitting on his lumpy seat filled with bills. "But if what I read about these Aparoids from the military's files is true; Star Fox cannot fail. Or it will be the end of everyone, not just them."

"Besides, don't you want to save your future wife?" Leon cackled to him.

"Ah yes… How I've been missing Krystal so. Her voice is a sweet wine I would gladly drink from at the moment of my death."

"Damn Panther…" Billie giggled.

"So, Ms. Shadow Legion… in case we die I must know." Leon started. "His imaginary wife."

"Watch it." Panther cut in.

"Yes his err; 'wife' said something about you being old. And no evidence of your culture left. What's that mean?"

They waited a few seconds in silence for her response; each one curious to know the answer. When her face finally came up on screen, they could only see the top half. She was looking down steadily, and her eyebrows curved up like she was in a sad thought.

"Uhm, how old would you guess I am? Don't try to flatter me." She looked up.

"About my age." Wolf said ironically, a second later wishing he hadn't. She looked back down; and he felt like a jackass. But little was he aware that was not the reason she looked down. She was still groggy and she was looking for somewhere to begin.

"I'm guessing it's a lot older than you look dear. My lovely Krystal said so herself."

"Oh lord, who remembers…" Billie muttered. "But I think it's somewhere around 97."

"Well you certainly don't show it." Panther concluded.

"Do you not remember anything?" Leon asked wondering why she said who remembers.

"Oh no I remember everything clearly, however Shadow Legion don't celebrate birthdays… or even keep track. It gets to be a bit absurd; it's like who wants to celebrate their 100nth birthday you know?"

"Are you immortal?" Wolf asked in shock.

"No, well yes… but no. Sort of; we do not age past a certain point, however we can still get hurt and die just like anyone else." She said nervously. "That is why we used to grow our hair out; we would tell who the oldest and most experienced were by the length of their hair. I never cut mine after I fled, because it never felt right to do so."

"97 years… What have you been doing all that time?" Wolf asked.

"I knew you worked metal like an old master." Leon applauded.

"Wolf…" Billie said in a small feminine voice that made his face flush. "If we survive, I'll tell you everything." She said wanting to get her mind focused on what laid ahead of them.

"Deal." He said with a toothy grin.

"But I do need to tell you…" she went on. "The night we met… after you had me pinned; I was hoping you would finish me off."

"What?" Panther said.

"Why?" Wolf shot out.

"It's complicated." She said hiding her eyes.

"Billie. No matter what happens next…" Wolf said trying to meet her gaze. "I'm glad I didn't."

She smiled, and they all remained within the silence before the battle as they sped on through the cold vacuum of space. Each praying they would make it in time to aid their rivals.


	13. Chapter 13

CHAPTER 13

"We're here." Was what they heard from Wolf as they all left hyperspace. Still following Wolf's track they went straight towards an ironically peaceful looking planet. However as they came in close they realized looks were deceiving.

"The trail ends there…" Wolf said as they broke into a wider formation.

"Oh my God." Billie said.

Lying in front of them trapped in some sort of honeycomb shield was the Great Fox. Burning in a horrible cloud of ebony smoke; at first it looked like the hull was moving. But as they flew by they saw Aparoids crawling over every inch, tearing it to pieces.

"Nothing we can do." Wolf said "We need to take our opening now."

They all followed him through a small damaged portion of the shield, and as they sailed on through a long tunnel structure Billie watched the once great vessel shrink into the distance; gone forever. And they weren't in this tunnel long before they came up upon four Arwings, Wolf's instincts were right on the money as usual. Then a chat was opened:

"Wolf!" Fox said in surprise.

"Humph! I'm surprised you fools managed to get this far." Leon said in a cocky voice.

"What was that?" Falco shot back to him

Panther of course, turned his attention straight to Krystal. "Don't worry Krystal; I'll protect you from here on in."

"Panther…" she said a bit flustered.

"So eight ships in all, well I guess that's better than four!" Slippy said.

"Yeah especially with my baby!" Billie said patting the dash of her ship.

"I guess you survived, huh?" Wolf said pulling up to the lead next to Fox.

"Just barely."

"Let's do this!"

"Right! We've got to find the queen and put an end to this."

"You think we are just gonna sit here and watch you work?"

"For Peppy!" Krystal said. "And everyone else counting on us."

"Well, just do the best you can." Leon said a bit less than enthusiastic.

Billie gripped her striped hands to her wheel, and got ready to do what she hoped would be the best piloting skills she ever had to date. They all spun and rolled through the massive living tube. Drone after drone came at them, only to be vaporized by the flare of their gun turrets.

"Be careful, the walls are jutting out!" Fox said taking evasive maneuvers.

"Keep your advice to yourself pup." Wolf shot to him, he was already on the ball pulling barrel rolls and back loops. The gray lupine had some years on Fox in the piloting world; and with it experience.

But still, the walls moved with a will of their own; shaping any and every kind of barrier they could conceive. Trying to keep the intruders from reaching their queen: from reaching their heart. But the hive mind could not out maneuver the eight ace pilots, who quickly moved into the planets core as if they were on tracks. The enemy would still persist however; lines of lasers came from the walls in strangely shapes, sampling every conceivable pattern to see which would be successful in stopping the infiltrators. And both teams continued to give as good as they had, even in the heat of battle they could still find their humanity however each giving each other some friendly taunting as the mass slaughter of Aparoids continued into the core of their home world. Each pilot was aware, they were probably going to die in this horrible place, but they would die for something greater than their old rivalry could stretch; they would die for their right to exist in this world, they would die for each other. This was the unspoken absolution they had each discovered from this dreadful situation, they would lay their asses on the line quite prepared to die, for themselves and for everyone else the Aparoids did threaten.

* * *

Deep into the planet now after what seemed like an eternity of chaos, defenses took a massive step upward; little spheres of hot plasma began to erupt from the walls, too many to shoot. There was nothing they could do, but perhaps cause a distraction to allow their rivals to finish the job.

"Looks like we are at the grand finale hun." Panther said to someone in particular and everyone.

"Fox, we'll take care of these guys, you guys keep going! Leon, Panther, Billie; let's move!" Wolf said, knowing full well that this is why they came. "C'mon you fucking bugs, catch us if you can!" And with that, all of team Star Wolf raced on ahead, to take a massive beating; only to give team Star Fox a momentary opening.

"Wolf!" Fox called in protest.

"Fox there's no time!" Krystal said realistically.

"Right…" Fox said remorsefully. "It's time to confront the queen. Let's get moving!" And with that Star Fox took the opening Star Wolf's sacrifice had granted them. They sped onward to the very center of the planet; leaving behind a group of selfless, unsung heroes they knew full well they would most likely never see again.

"Wolf what now?!" Billie cried in her heavily damaged ship.

"We just buy them time!" He yelled dealing with his own troubles.

"This is suicide!" Leon yelled.

"Looks like I'm not going to get that first class meal I wanted. I'll have to settle for coffee as my last meal I suppose…" Panther said in a surprisingly smooth voice for their situation.

"Alright listen you candy-asses! I don't expect us to win; I don't even expect us to live! I just **need** you to endure!" Wolf said back looping to shoot a cluster off of his tail.

"Right!" They all said together, willing to die on their boss's word.

They pulled a wide U-turn in formation, trying to get out of the planets crust before Fox's little group could succeed in their mission. But the flood of Aparoids just became more, and more. Like the entire planet's population was after the four of them. The more they destroyed the more took their place, until all they could see were crawling masses, all around them. They could not even determine which way was up.

"It's been an honor serving with you all." Panther said as he began taking critical damage.

"Likewise." Leon said for the first time sounding sincere.

"Billie…" Wolf started as he watched them get closed in.

"Don't you do that! Don't you say your goodbyes to me!" she screamed cutting him off. In the next instant her entire ship became flooded with the shadow lace. It ran like rushing water all around her ship and spreading over to her three teammates. Wolf looked up through the glass, speechless as he became encased in the warm darkness. Once his ship was covered all he could see was the glow from his dashboard and his e-patch.

"Outstanding…" Panther said slowly as he watched the running ebony smoke encase him in its warm embrace.

Leon began to laugh with manic relief, as the shadow eclipsed the light from the outside he knew they were going to live. And although none of them could see anything in the darkness they felt the force of movement; so much so they were forced back into their seats. They went on what seemed like a long time, although they could not tell if it was a long flight or if it was just the numbing pain of being at those speeds for a long period.

The entire planet began to shake, like it was ready to evacuate them from its core with all haste. And although they could not feel it directly they heard it, as well as loud, miserable cries of pain.

"GAAAAH!" was all that escaped from Billie, as she preformed this amazing seemingly boundless jump from the energy within her own body… surely when she said she had not been the strongest of the Shadow Legion she had been grossly underselling herself.

"Is the earth quaking from Billie, or did Fox succeed in his mission?!" Panther yelled for someone to hear.

"Both!" Leon answered.

They continued to zoom fourth in the dark, completely unaware if they were still near the planet or on it once the sound of the deafening explosions had ceased. Then they all felt the pressure release as they came to a slower pace; then eventually a full stop. The shadow lace lifted away from their vessels; and out of the blackness there became a painted beautiful field of stars.

"We… are in space again?" Leon said in relieved disbelief.

"Well that was one hell of a ride." Panther sighed trying to get his pulse down.

Then from behind, they maneuvered their ships to see the Aparoid planet in the distance, explode in a fiery sphere, and then drown out leaving only the darkness of the void.

"They did it… son of a bitch they actually pulled it off." Wolf gasped in slight disbelief. "Billie, you did it!" He said in gratitude to their escape artist.

"Yes, once again bravo!" Panther cheered.

"Yeah, you really are something." Leon finally admitted.

"Billie?" Wolf asked looping over the top of her ship, which still hadn't moved. He rested his engines in front of hers, and saw her in the cockpit; leaning straight back into the chair her head hanging down, her face covered by loose black hair.

"Billie?!" Wolf shouted. "If you can move answer me, that's an order!"

…Nothing.

"Oh no…" Panther said joining Wolf's side to look.

Without a moment's hesitation Wolf used his piloting skills to pull in next to her and lock his Wolfens wing under her ships curved wing.

"Help me!" he ordered to anyone. Leon quickly did the same on the other side.

"Sargasso, we have to get her back to Sargasso!" Wolf yelled as he revved his engine to life. Leon and Panther nodded in agreement, and Panther led the way as they fired off in the direction they had come from. Like a bat out of hell; they were all determined to get their teammate to medical attention, but it seemed so very far out of reach; all they could do at this point was cross their fingers.

"Hold on Billie…" Wolf pleaded to himself more so than to her. "Hold on."


	14. Chapter 14

CHAPTER 14

Immediately after they landed Wolf not even waiting for the canopy of his cockpit to open fully leaped out and made a dash for Billie. Her cockpit would not open from the outside without her signal however.

"Damnit all to hell!" He hissed in a blazing rage. Not wasting any time he ripped out his gun and with all of his strength; bashed the bayonet on the end into the glass. One… two… three, it cracked and on four it shattered. Leon and Panther climbed up and helped to clear away the jagged edges with their gloved hands. Wolf reached in and pulled her up from under her arms but her hands wouldn't budge; they were gripping the steering wheel. He set her back down and tried to pry her hands away, the black stripes that had once covered them had now vanished quite entirely. When he finally pried her clutched fingers off, he saw a little bit of blood in her palms that had been caked to the wheel; in the shape of the stripes that had once run along the very same space.

With the aid of his teammates he carefully pulled her limp body out of the compartment, and upon looking into her face; calm and still like a statue he saw a thick trail of dry blood running from her nose, down her chin to her neck. He swore under his breath and scooped her up in his arms, leaping down to the ground below with her cold body he began to sprint through the flight deck.

"Medic!" Wolf called repeadatley through the crowd of criminal underlings. And finally upon reaching an upstairs platform; an old brown ape that Wolf recognized from his medical work in the venom army appeared, and asked him to lay her down on a flat surface. Wolf carried her into his own quarters and set her on the bed, then the experienced doctor shooed him and his teammates out of the room.

* * *

The three Star Wolf members waited in the hallway for a brutally agonizing ten minutes; Leon had propped his back against the wall with his arms crossed, and for once the chameleon seemed impossible to read. Panther was standing in the middle observing his teammates behavior. And Wolf was angrily switching between pacing back and forth and stopping to lean on the wall and twiddle his large clawed thumbs.

"But we can still get hurt and die…" those words rung in his head like hells bells now. Panther wanted to say something to calm him down; but he felt that perhaps his silent company would mean more than some empty words he could toss out for them to be heard today. And at last, the medic arose from the room.

"Well?" Wolf quickly shot to him.

"Your comrade has entered a state of extreme exhaustion like I have never seen before." He said in a rough voice. "The bleeding I'm sure you saw was the result of this; it's quite literally as if the energy was aggressively sucked out through her skin. This damaged muscle ans skin tissue, which accounts for the bleeding. However her body's natural responses should heal it up like they would a bruise while she sleeps."

"So she's going to be okay then?" Panther questioned before Wolf could.

"Yes, don't get me wrong, she will be asleep for quite a while; her body has entered some form of rapid sleep like a comma... but also not a comma: it is hard to explain. It's really quite extraordinary; as if the body was designed to react this way. But yes she will be fine. But do try to keep it down when she wakes up, I wager she will have one spectacular headache." And with that the good doctor walked down the hallway and out of their line of sight.

Wolf not wasting an iota of time rushed into the room. Leon tried to follow but Panther placed a hand on his shoulder to stop him.

"Just give them some time alone." He assured his teammate. Leon nodded.

* * *

In the dimed light of his room, he watched the soft glow of light on her face. It looked like the doctor had cleaned up the blood and bandaged her hands up. She looked so peaceful in her cold sleep; not like Billie at all. Wolf had seen her sleep; she was loud and breathed through her mouth, drooled everywhere. He didn't like this, it wasn't her; it was like some lifeless shell. In the past he had found the sound of her obnoxious breathing relaxing; but this, this silence was awful. He paced the foot of the bed slowly, just to hear his footsteps on the metal. Then finally noticing how exhausted he was from everything that occurred today he just sat down on the foot of the bed. Not wanting to think about how cold she was, like death was on her; he looked down at the floor.

"Damn Billie…" he said knowing full well his words fell on deaf ears. "it takes a lot to scare me, but damn." He reached up and felt the throbbing bruise where Taylor's guard had knocked him across the head.

"I need a cigarette." He mumbled, but didn't move. He didn't want to leave yet, not until she woke. He didn't want the person who just saved his life to wake up from it alone. Sitting strait up with his forearms resting on his thighs; he tried to keep his head up, but to no avail. His head hung down and he fell asleep sitting up.

Little did Wolf know Billie was caught in one of her dreams: Billie was caught in one of her nightmares. Once again just a small child, with big brown eyes she was surrounded by her purple leaved lovelies. It was then that she saw the shadow lace split the sky above her, instantly she made a run for it. The shadow lace did persist, or at least the one controlling it did; the blackness forged into massive clawed hands behind her. She could not outrun them forever, the voice of the wretched woman in her head made that abundantly clear.

"What you have concealed, you shall become!"

Billie screamed with the high pitched voice of a child. She continued to run through the darkness, sucking in air as she sobbed in terror. Then her body smacked against something, she fell backwards and looked up. A very tall man stood in front of her; she could not see his face, he kept his back to her. But the large silhouette spoke.

"What are you doing?" He said.

"What?" she said still sobbing uncontrollably?

"What are you doing? Why do you still linger here? There is work to be done."

"Wh- who are you?" she said still on her knees.

"Pick yourself up Billie! This is pathetic!" the silhouette turned around revealing only the blue glow of a left eye that peirced the darkness.

"Wolf?" she stood up speaking in the clear voice of an adult. Then his glow faded and she got sucked through the dark ground under like quicksand.

"Wha?!" Billie shot up in Wolf's bed in a cold sweat. "What the hell?" she said looking down at her shaking bandaged hands. She gasped in air, letting it sink in that had just been a bad dream. She put her square palms up to her forehead and slowed her breathing. Her body was still shaking from the dream.

"Ugh, why does my head hurt?" the last thing Billie remembered was being caught in the crust of that Aparoid planet with no foreseeable way out; she vaguely remembered someone exchanging last words. But everything after that was a dense blur of physical pain and little visions of the shadow lace fingering its soft warm coils around her. Then she finally calmed down enough to hear deep breathing in the dark with her. She turned the dim line bulb that was over the bed up a notch; the room filled with light and on the foot of a bed that she clearly knew was not her own she saw her boss hunched over, he sounded like he was half snoring.

With her weak trembling muscles, she slowly inched to the side of the bed. And although her hands felt weak, and her head still felt fuzzy; her legs felt perfectly fine. This did not surprise her, as the shadow lace arose from the hands of a Shadow Legion, and was visible through the optic area. She grabbed the sheet that had been covering her and draped it over Wolf's shoulders; however this only succeeded in waking him up. He blinked himself awake and turned his head to see a frizzy haired Billie looking at him.

"Billie!" he said through the deep rings under his eyes.

"What happened? Did the Aparoid planet get destroyed?" she asked trying to fill the blanks.

"You don't remember?" Billie just shook her head.

"Well, that was some display of power out there. You saved all of our lives." Wolf said in a soft tone of relief.

"Yeah… wait, my baby! Is my ship okay?! We took a lot of fire!" She gasped

Wolf just smirked glad to see she was still the Billie he had set out with.

"Yeah, you laugh it up… But in almost 70 years that ship has been my only constant companion." She said getting up to go look at the damage.

Wolf quickly stood and grabbed her shoulders with his large hands, holding her still.

"Billie, you nearly killed yourself out there, you aren't goin' anywhere until you rebuild the energy you used up out there." He said with a stern gaze.

"Oh please," she spat holding up her bandaged hands. "**This** is nothing. I have had way worse." Then she tried to walk away ending the conversation. But Wolf's large fingers did not budge.

Once again her words rang in his head, like a horrid mission bell; 'But we can still get hurt and die.'

"Let go." She said slowly.

"Billie, you were cold, bloody and limp like a corpse. I thought you were dead." He said it slowly, like every word was difficult to say.

"Yeah, and now I need some headache pills what's your point?" she said sarcastically. However Wolf was in no mood; which he made clear with the narrowing of his violet eye. She couldn't read the reaction at all, he didn't look mad or worried really, this was something else. But what she did notice was how tight his grip was becoming; like he was trying to clench his fists.

"Wolf you are being ridiculous…"

"Billie…" he said trailing off.

"You don't have to say it." She said putting her hands down in defeat.

Wolf didn't want to fall in love; it was like some sick cruel joke. You walk around tough as nails, sometimes people around you die, didn't mean you had to bat an eye. That was the business he was in. But this person could not die: not on his watch, not while he could still help it. Never having felt this way before he had no idea how to act, how to make it known; not that it mattered she was already aware. So all he managed to do in the next moment was pull her into himself, draping her small frame in his large arms. She made a small squeaky noise in surprise, and then she felt his hand on the back of her head: and for once just decided to shut up and return the hug.

"Fine." She said muffled by his chest. "But I'm only staying in here until my temperature comes back up."

"Deal." He said and backed himself back to his bed. He sat down on the side with her legs draped over his lap. They just sat there in the comfortable silence; her shaking body drank in his body's heat, and she let herself recover from the ordeal of what was now yesterday. Wolf still not so great with expressing anything besides anger just held her up with his arms and let the top of his muzzle rest on the side of her face. It was a fantastic sensation; with no words they stayed this way for a long time, how long? Neither felt like they needed to keep track.

* * *

However much time later, they emerged from Wolf's room and Billie went to clean herself up. Wolf finally found an e-cig and leaned back in the seat of his Wolfen counting the money that was under it, letting the glowing cigarette hang from his lips.

In the bathroom, Billie looked at herself in the mirror. It was very early in the morning and she had the place to herself; she slowly replaced her braid and looked at it. She knew she had to tell Wolf what she was now; and where she came from, the whole truth. She had to tell all of her teammates, she needed them to understand; especially Wolf. Billie looped her braid back into its place along her neck then looked down at her hands. Using her black claws she tore the bandages away, revealing her clean white hands. She wished she could remember exactly what she had done back on the Aparoid home world; but it was still just a blur. Letting out a long sigh she thought back on her dream, it was definitely Wolf; Wolf who had told her to stand, to get back to her feet and fight. He had become an embodiment of her strength even though she still knew so little of him. However in the past, she had been dealt many a great kindness from people she knew very little about. Now ready to leave she picked up her antique bone comb, she let her fingers run across where the missing prong once was.

"Devin…" she whispered lost in nostalgia. Then as she thought of Wolf, the thought finally came into her head; she knew even if James had lived, and even if Wolf lived on for a long time she would be bound by her blood: the blood of a Shadow Legion, to linger on and watch the slow decay of time take them away from her. She held the comb close to her heart and with the dream of Wolf still fresh in her mind; a single tear streaked down her face leaving a trail in her snow white fur. She fell down to her knees, and wept in the silence.


	15. Chapter 15

CHAPTER 15

Re-gathering her emotions, and keeping them in check like she had been forced to do thousands of times before, Billie made her way to the flight deck.

"OHHH MYYY GAAAWD!" Billie said looking at the wrecked heap that had once been her baby. Wolf looked over at her from his money counting.

"What the fuck happened to the canopy?!" she snarled.

"I had to get you out somehow." Wolf chuckled to himself.

"My babay! Oh gawd… Wolf hold me; I think I'm gonna be si-hi-hiiiick!" she gasped being overly dramatic. Wolf leaped down and took up space next to her.

"Think of it this way," he said offering her his e-cig. "now is the perfect opportunity for all of us to get upgraded.

"Oh yeah that's easy for you to say!" She said throwing her hands up into the air. "How much of that money are you going to give me to play with?"

"None of this." He said realizing she wasn't going to take the e-cig and sliding it back into his pocket. "You can use the money from my old stash, it's in my mattress."

"Oh, okay I'll see what I can do." She sighed. "But what are you going to do with that?" she said watching the bills in his hand.

"I'm playing around with an idea…" he said vaguely not looking at her. All she could see was his e-patch in his profile. "I'll let you know more when I know more." He concluded.

"Well, I see sleeping beauty is awake." Came a smooth flirty voice.

"Hey Panther. Hey Leon." Billie said cheerfully.

"Good to see you up and about." Leon said, now that they all had a sort of newfound respect for each other; they were officially a very smoothly operating team. And could enjoy the lighter side of one another's company.

"Oh I've had far worse." She giggled, showing she was now comfortable with the chameleon.

"Panther, I believe you said something about a first-class meal on Corneria yesterday." Billie said. "Come on Wolf is buying! I know where his secret stash is!"

As the three of them stampeded off to get Wolf's money, he just narrowed his eye and shook his head; but there was a little smirk creeping its way onto his face.

* * *

As the four gathered in the cafeteria, they each got a large breakfast and spoke of a great many things. Mainly what Billie was planning on doing with their ships; they all seemed very much on board. Billie having to linger on and on, truly cherished little moments like these: when she could forget the fighting, and criminals, and even what she was for a little while and enjoy the company of good friends. Billie laughed and snorted trying to keep her composure.

"Okay, okay… I'm ready this time. Throw it." She said to Leon.

"Are you sure this time?" He snickered eyeing the little cloud of shadow lace between her hands.

"Yeah, just throw it!" she taunted.

And just like that, Leon threw a very large dagger straight at the little black target. Instantly it vanished into the pitch dark; and not two seconds later shot back out headed straight for Leon's head with twice the force he had thrown it.

"Whoa!" he said ducking in time for it to clang against the metal wall behind him and fall to the floor.

"Well that's amazing." He said picking it up.

"Yeah, little things like that are pretty easy to do." Billie said sitting back down in front of her plate. She was sitting directly across from Wolf, who had been silently watching. And although he was elated to see her feeling so good, he wanted to know more.

"Billie?" he said putting his cup down.

"MMHFM?" she said with a full mouth.

"When we first met, that night at the bar… why did you want me to kill you? Why did you wish to die?" He said looking into her face, awaiting any kind of reaction. Billie slowed her chewing; then washed it down with a large swig from her cup. She took a gulp of air afterwards, and looked down at her plate…

"I owe you, all of you an apology." She said looking up to Wolf. "I should have told you from the moment you let me join… I should have told you at least some of my history… but it is… difficult." She trailed off. "I don't know where I should begin…"

"Why don't you just start from the beginning?" Panther said sympathetically. "I believe my lovely Krystal had said something about your people having been, wiped out?"

"Yeah…" she sighed. She rubbed her hand on her forehead in frustration. "But that's not exactly the beginning."

Wolf looked at their surroundings, the sock monkeys were running about everywhere doing whatever it is they did.

"My office?" he said hoping she would be more relaxed in front of less people. Billie silently nodded, and they all got up.

* * *

Several minutes later they had all settled into his office for the long tale about to ensue. Leon sat on the sofa sharpening the blade he'd thrown at her earlier. Wolf sat in his chair leaning back in it with his arms crossed. And Panther leaned up against the door with his hands in his pockets. Billie gazed out of the wall window; out at the nebula both her and Wolf would oft gaze up at for no particular reason.

"Okay Billie… you knew you would have to tell someone eventually." She sighed to herself. "I need to start out, by telling you all; the reason I never admitted to anyone my true nature, the fact that I am a Shadow Legion… is because I never wanted to be."

"With that kind of power?" Leon questioned. "Why not?"

Billie turned to look at them. "Being a part of the Legion… it was not something you would wish upon even your worst enemy, it was not someting that was praised and celebrated… it's nothing but a curse."

Billie and Wolf exchanged a quick glance, then leaning back on the glass running her fingers over her comb she finally started her sad life's story; and she would leave nothing out.

"A long time ago, in a system far from the Lylat there was a reletivley small planet called Esreia. (EZ-RAY-UH) It was not so different from Corneria… except, the cities were mainly in deserts, so that the wildlife of the lush fertile forests would stay untouched. This planet was shrouded by the shadows of three moons; one of which was habitable and it was called Esreia minor. About 97 years ago, give or take four years or so… that is where I was born."

Billie shifted her feet a bit, nervous to continue. As all of her teammates listened intently; she looked to Wolf who gave her a slight nod.

"While Esreia itself was a bustling hub of cities in the deserts kept running by advanced technology; Esreia minor was very different. Everyone on that moon lived a slow paced life, contented in the ordinary and the routine, my mother loved to garden for example. She would grow the most exquisite white flowers; they had these beautiful thick purple leaves, I would often wander through the garden and sleep there. She was a kind, warm woman; a lovely black fox with a brown blaze running up her nose."

"Your mother was a fox?" Wolf asked a little surprised at his fellow lupine.

"Yes my father was a large white wolf who had fallen in love with her and her gardening ability. That is actually the reason I have such soft features for a wolf." She added. And for the first time Wolf finally did see her soft features, and the brownish tinge of the blaze her mother had given her muzzle.

"And while the people of this moon enjoyed a slow paced life; behind the closed doors there was a terrible burden that dangled over their heads. You see the people who lived here, were carriers for the gene… the gene that would present itself while the child was still young. The gene of the Shadow Legion… Little was known about them by the general masses; and they liked it that way. To everyone on the outside looking in: they were the emotionless tools of war, which were hardened into the greatest military force of their time. Once a child had presented the ability to call upon shadow lace, they were forever marked; not only by the people but physically marked. My brown eyes turned pitch black, my nails followed. Even the blaze up my muzzle got a little black in the center..." She said rubbing it with her fingers. "It used to be all brown, I used to look like my mom..."

Wolf looked at her frosted black nails; he had always thought it was polish.

"Although it was an exceedingly rare chance; no one ever wanted their child to be a Legion. I will never forget how my parents did weep as the sentries came to take me away to the academy…"

"The academy?" Panther asked. Billie nodded.

"We were allowed to take nothing from our old life with us, and our parents were powerless to stop them. My mother held on to me for dear life, but I was pulled away… the last time I saw my parents they were screaming for the sentries not to take me, I never saw that little house in the boonies again. Or my parents… or any of my old friends, nothing. Those born with the gene were uncommonly rare you understand; so whenever one was reported, usually out of fear due to all of the dogma, we were immediately taken to the academy to being the training. I was nine years old…"

"I see…" Panther said in a truly empathetic tone.

"They needed every Legion they could find, and due to our rarity they would take us by absolutely any means necessary. You see although we had incredible life spans; we would still often be injured in battle and many would not survive…"

She paused and walked over to Wolf's desk; she then sat on the end with her legs crossed, facing their general direction, She sighed and thought about where to continue.

"Well, after we were taken, it took a day to transport us by train; up to the northern most point of Esreia minor, this is where the academy was. I will never forget that train ride..." She shuttered.

"Me and the three others on the train with me were frightened, there was one boy who was younger than me, he only looked five or six and we tried to get him to stop crying… When the sentries took him away from his home, his older brother had tried to fight them: they killed him. That was when I knew that no matter what happened in the future, or how things changed; I could never go back to my parents. I would only put them at risk. What I did notice about the sentries as they shoved us off of the train into the cold was how expressionless they were… it was unnatural, they looked neither happy nor sad; and everyone's eyes were the same the deep unnatural pitch black, like mine had become. And it was cold, bitter cold like Fichina; no more flowers, or warmth, the air was cold and thin I remember it hurting to breath it in for the first time. There was a great castle like structure carved into the side of the mountain: this was the academy all Shadow Legion were doomed to. They hurried us in, and took our clothes; they gave us these matching black uniforms… that place had no color, or light; everything was black and white. Then they shaved all of our heads, and told us from this point on to never cut our hair again. After that we were shown to our own rooms, and the morning after the lessons ensued. For the first few months we only learned of Shadow Legion history, and about the shadow lace: where it came from how it could be applied to real world situations exedra, exedra… "

"So what is it?" Wolf asked intrigued by that statement.

"Well, I would often comb through the library during my years there, looking through one old tome after another… and as far as anyone could tell it's just our life energy. One of our professors studied the Shadow Legion genes closely, the reason we don't age is because we quite literally have a tremendous excess of life energy to give; this allows our cells to make a more productive use of cell death and as new cells emerge from where the old ones died there is no slow breakdown of tissue that causes aging in all other species. Anyone in this room has a double helix DNA structure making up their entire being, well we are the same: except there are more of them, thousands more than any other life form known to date. So for lack of a better term our genetic make-up is… perfect. And that is how those people loved to decribe themselves... as if they were so superior." she scrunched up her muzzle in distgust.

"And occasionally for some reason that science could not explain, people would sometimes be born this way; but only on Esreia minor. That is why the academy was there.

"In fact…" she continued. "A lot of scientists from all over the galaxy were intrigued by us. That's how we became an old legend. After Esreia and Esreia minor were destroyed, word of mouth kept up what we used to be… and eventually people forgot it had been true… then we just kind of dribbled down into an urban legend. The reason it became a legend around the Lylat system… and how Krystal knew about it probably had something to do with that crazy scientist a few years back…" she trailed off.

"Andross?" Wolf said sitting up in his chair.

"That's the one." She said pointing at him. "I wager he had heard the old tales of the Shadow Legion soldiers and was trying to come up with something similar." She shrugged

"He must have been looking for some remnant of a carrier for the gene." Leon said thinking back.

"Are you sure? I thought he would only try to replicate it; you know thinking we were a fairy tale."Billie asked surprised.

"So he could live forever…" Wolf started mumbling looking over to Leon.

"Yes..." Leon nodded over recalling the days from Venom.

"Wait, how do you guys know this?" Billie asked.

Leon looked to Billie, then to Wolf who closed his eyes letting out a sigh. "Because, we used to work for him."

"I see…" Billie bit her lip thinking… "Would he have known what my people looked like?" she asked turning her body on the desk to face Wolf.

"Oh I'm positive, the ape made me look sane… but he was definitely a genius." Leon filled in the blank for her.

"Hmm… well anyways... After we were well acquainted with what we were; we were taught how to use it properly. How to call upon it, using only our own will power." She held up her hands, and they watched as the white of her eyes clouded to a full black, and the smoky liquid began to seep from black stripes that began to bleed black into her white fur.

"We were told that the possibilities of it were as endless as our own imaginations… but we were also warned. The shadow lace is linked directly to our emotional current; the more we feel the more energy we unleash. And that…" she said putting her arms down and letting the whites of her eyes shine back through. "Is where the real training begun."

She looked down steadily for several moments, not wanting to open an old wound; but she owed them truth. So she swallowed her fear.

"There was one Legion, who was older than the rest; she had to be at least 1,000. A grey jackal, with long black locks wrapped around her head but still flowing down her back from the top. She was A cruel vindictive woman… although I never learned her name we called her simply: headmaster. The headmaster took our small class, and criminals were brought in before us; she would torture, and mutilate them. She would not kill them; not until every one of us was watching… not until she had them literally begging for the sweet release of death would she finally kill them."

Even Leon looked surprised at that, to do that in front of small children… Billie looked down at her hands, not seeing them but seeing the headmaster's actions rolling like an old film in front of her eyes.

"She would try to break us each individually; until we could control our emotions, by feeling none. One by one, I saw the other students become like her… more and more every day. Every day we had to go to these 'lessons', and every day I tried not to look. I didn't want to use my power; I didn't want to be like her… like them. This went on for five. Fucking. Years."

Tears began to sting at her eyes and she wrapped her arms around her knees.

"Sometimes, when I feel myself losing control of my powers… I still hear her voice inside of my head…"


	16. Chapter 16

CHAPTER 16

"Is that what happened with the Aparoid?" Wolf asked in a tone Panther and Leon had never heard before.

Billie just nodded; the she sucked in some air and swallowed her tears back.

"The days just began to blur together like that, until I was the only student left who still looked disturbed by it, until I was the only one who would still cry at night. I had to get out of there!" she said with a shaky voice.

"I had to…" her voice became steadier. "I had to." And her voice was stone.

"I ran away, several times. But I always either got caught in a blizzard, or was found by the sentries. In order to keep me from running away, they started making me go to private lessons, just me and the headmaster. No criminals, I was the one who was tortured. She would use her shadow lace to try and pry mine out, until I was cold and weak… like you saw today. No one heard my screams… or no one cared."

Wolf narrowed his eyes and felt himself clench his fists.

"She would say things like, 'what you have concealed you must become.' Or 'this will all be simpler if you let me in'. But I still refused to use it. Sometimes she would just tell me stories about it. About how the actions of one blessed with the shadow lace could affect the many… about how selfish I was being, she would say that is why we are called Shadow **Legion**; for we are many, we must act as one. But I wanted nothing to do with it. And one day, she got fed up with me and made me fight my old class..." she trailed off staring into space.

"They were all there, the other three… even the one younger than me; but there was no trace of that crying boy on the train left inside of him: and they attacked, following orders like the zombies she had turned them into."

"What did you do?" Leon asked on the edge of his seat.

"I tried to fight, but because they were all broken they had undergone much more combat training than me… I was sent to the infirmary many times. The headmaster kept these up, she said I would do it until I won. But the only way to win was to use my shadow lace… so I did. Because I could still feel emotions; like rage, channeled from my hatred of the headmaster I blew them all away! I'll never forget that... I was taking blast after blast, and I heard the headmaster from the sidelines… 'even when you have nothing to lose you are weak' the old crone chanted. And something inside of me just, snapped; I destroyed them all. I sent out wave after wave of the shadow lace larger than any of them had ever seen… and there they were… bloody, mangled, dead… all but one, the youngest who had been crying on the train. He looked up at me, covered in his blood; he grabbed my ankle and for one moment, just one moment in time I saw the lost eyes of that little boy from all those years ago."

They were all staring with their mouth open, hanging on her every word.

"He looked up at me; with the headmaster cheering in the background for me… he looked up at me and said; "RUN". Then he died… right there in front of me. You know… I never even knew his name." She paused for a long moment.

"And so I did, I ran, and ran, and ran… down the side of the mountain. But the headmaster was not going to give up her prize pupil… she chased me, making her shadow lace into large clawed hands. I cried and I sobbed, and i gasped in the stinging cold air. And then again: something inside of me snapped. And my next sensation and the last thing I remembered was my own shadow lace encasing my body; then it all went black."

"How did you get away?" Panther asked in astonishment.

"Well, from what I could gather… I was the first Shadow Legion to ever encase myself in the lace and jettison through space. None of them could follow not even the headmaster. Apparently I crash landed on Esreia … because that is where I was woken up; in a big hole the people just thought I had been a meteor."

She kicked her legs over the side of the desk, she felt a lot lighter... having told them this; having told Wolf this. It was like taking off a really heavy coat.

* * *

"I was woken up in the desert, by a splash of cold water. I got up in shock and there was a cyborg standing over me with a bucket. He asked me if I was dead... I said yes, that gave him a good chuckle. His name was Devin; he was a Labrador, with metal limbs that looked very home made. And when he asked me my name, that was when I realized I didn't remember it. I had not been called by my name since I was nine years old… He asked me if I had amnesia, I said no… then he just said; 'You were just having a bad day?'. Hahaha… Devin always had such a good sense of humor." She looked at them, almost forgetting that they didn't then she cleared her throat and continued.

"Anyways… he said I had landed about 20 feet short of his house. And that I could stay there for a while if I needed to. Then he threw me a greasy old towel… It was a rather embarrassing moment but I hadn't realized all of my clothes had burnt up in the atmosphere…" she trailed off glad that her fur covered up her blush.

"We walked back to his trailer, he lived in a scrap yard on the outskirts of a large city you see, he would deal in scrap; that he would use to make things. Like his limbs. He let me borrow some clothes he said they made me look like a boy, which was true, they were so baggy… and I said 'Just call meh Billy!' in a joking sort of way aaaand the name just stuck." She shrugged.

"Your parents didn't name you that because they wanted a boy then?" Wolf asked with a smirk.

"Naaah, that was just something I told people so I wouldn't have to get into the truth." She giggled.

"So then, you still don't remember your real name?" he said leaning forward over the desk. Billie just shook her head.

"But what I always liked about Devin, was that he didn't ask me questions… it wasn't until I was older I found out he knew I was a Shadow Legion… he had always known because of my eyes. He didn't care, he enjoyed simple things. And I would watch him work with metal, fixing and upgrading things, people's cars, ships, even his own limbs. But one thing he really liked to do with the scrap… was make it into art. He would make the most gorgeous sculptures, and one day he asked if I would like to make one. He took me as his apprentice and showed me all of his metal working techniques."

"I knew you worked like an old master." Leon interrupted.

"Yeah…" she rubbed the back of her head nervously. "He showed me everything he knew, showed me how to treat the metal. He would say there was a way to soothe the metal, with music. I don't think there was ever one day that we didn't work with some old rock songs blaring on his stereo." With a broad smile Billie stretched out.

"Those were the best years of my life. He showed me how to work engines and wiring. How to get the perfect amount of oomph with a set of turrets. And we would both work on the same sculptures and meet in the middle… one day he noticed how my hair was always getting the way of my vision and after dinner he used a bone from our meal to carve this…" she pulled the old comb out of her pocket.

"I have used it on my hair every day since." She looked down at it in nostalgia. And Wolf saw how happy she looked thinking back on those days. Like he had never seen her before.

"That was the life! Wake up, put on some rock music, work up a good sweat in the heat. Then relax and work on some art. Then icy cold showers at night with big dinners. This went on for like three decades. People from the city never understood how we lived out in the desert like that; but me and Devin, we had a slice of paradise out there." She smiled gripping the comb in her hands.

"Were you two lovers?" Wolf asked. Panther shook his head and grinned at that.

"No, well i had brought the idea up… but he said I was 20 years younger than him and that it wouldn't be right. Plus he had a lot of body issues… after the accident that had left him a cyborg you know."

Wolf slowly nodded.

"But as the years went on, him already knowing what I was… he asked me if I wanted to make my own ship. I said hell yes. And we got to work; Devin always said that the perfect ship was just an extension of its pilot. I had learned a little bit about piloting, having to test drive ships for years to see if we had fixed them properly, but this was to be all my own. So we went digging through the scrap, and drew up blue prints with what we had to work with, and I decided I wanted the X loop wings; they were all the rage on Esreia back then. Today you don't see them much…" She trailed off thinking about the repairs she had to make.

"He also asked me where I planned to go. I asked him what he meant… well it was no secret that he was getting on in years, and I was ageless… he told me that he didn't want me to linger on here surrounded by all of the scrap forever. He said I was made for greater things… At first I was hurt by these statements, but after I accepted he was going to die eventually, I realized he was right. I was too close to Esreia minor there… too close to my past. So he started to study my shadow lace; and using some of his old technique and a lot of imagination we made a dark matter tank… one that was fed directly by my own power all those years ago, and has not needed to be refueled once since…"

"Wow, that ship really **is** your baby" Panther chimed in. Billie nodded in agreement.

"Around the time my baby was in her final stages… things were getting bad back on Esreia minor… I didn't know until it started spreading to Esreia… but apparently after I had left, other Shadow Legion had seen; they had seen me break away from the headmasters grip… and they began to question if this was really the only option they had. They had started calling the Legion who had blasted away that day, 'The girl who could not be broken'. And apparently this was a massive influence on younger Legion, and even the people who dwelled in the towns. They had begun fighting back, and many Legions joined them… the headmaster lost all of her power, and a civil war broke out. When I had heard… I realized that even after everything I had gone through… she was right. The actions of one affected the many… her shadow had still shaped me. I wasn't the girl who could not be broken; I was simply the last to be broken. I was the cause of the civil war. Devin had seen it coming… and he put two and two together." She paused and looked up to their puzzled faces.

"Don't you guys see? It was my fault, it was all my fault I was the reason Esreia fell, I was the reason the Shadow Legion and both of those planets were completely destroyed in the war! Devin knew that, and he didn't care… his sole concern was getting me off before the war spread to our neck of the woods." She stood up quickly and tried to fight back more tears.

"Everything was destroyed because of me, I had become the weapon the headmaster had always wanted me to be… And I left, I just left! I flew away in the ship me and Devin had made together, and I watched the two planets dissolve behind me. It was my entire fault!" She put her face into her hands and wept.

"For confiding in us, we are most humbled." Panther said as Wolf stood up and walked to her, he gripped her shoulders and she looked up at him.

"It's not your fault. You were thrown into a situation beyond your control and you were the only one strong enough to break away from it. The fact that the rest of those people were too stupid not to do the same before you came along is not your fault." Wolf snarled in disgust at what her own people had done to her. He definitely knew a thing or two about having to suffer at the hands of men just following orders. And he saw so much of himself in the lupine before him it was actually a bit frightening.

"What did you do after that?" He questioned letting his arms fall to his sides.

"Well," she began wiping her eyes. "I knew I wanted to go somewhere far away, and do something that was safe… there was a hub of new technology opening up in the Lylat system, they were trying to terraform Corneria at the time. Of course all new technology had enemies, so I turned to bounty hunting; it seemed like something simple, something safe. I could move around from place to place without suspicion and I would be doing a public service so the government would stay off of my ass." She shrugged.

"I never stayed in the same general area long, and I had to pick out a last name, I chose Shade… it seemed appropriate. At first I used my shadow lace to haul people in, but as the years went on I could hear the headmaster's voice applauding me, so I stopped using it all together. Years went on, and eventually because of how I moved over all the years, and my old tech, and my powers rumors grew out of proportion. Then one day they started calling me the Radical Billie Shade… and not so many years ago I was bombing around Corneria. Looking at the metropolis that had sprung up, and I walked along the empty jungle path for some fresh air. I've always loved plants… and I came across a fallen tree, I looked down at a trail of destruction like someone had crash landed. So I went to see if they were okay and…" she trailed off backing away from Wolf a bit.

"A very young man came out wearing some cheap sun glasses; he asked if I could give him a hand… His name was James McCloud…"

Wolf made no reaction; he knew this part had been coming.


	17. Chapter 17

CHAPTER 17

The young James McCloud looked up the path of destruction he had left in his wake; and saw a tall white wolf looking down at him. Glad someone had been coming by that way he gave a big wave and introduced himself.

"Hey up there! Think you can give me a hand?" he laughed at himself for his stupidity which had led to his crash landing. "I had kind of an accident…" he trailed off and gestured towards the Arwing.

The wolf made her way down the dirt indent; "What did you do? Run out of fuel?"

"Well…" he scratched the back of his head nervously.

"Wow really? I just said the stupidest thing I could think of!" she laughed.

"Yea, I actually took this from the academy… without asking so…"

"Oh I see, in your zeal you forgot to top off the tank?"

"Basically." He shrugged. "The names James, James McCloud. And you are?" he held out a hand.

"Uhhh… Billie." She said taking it hesitantly. Then she walked up to the Arwing, he had done a perfect emergency landing; it was totally undamaged. "Meh this thing is still a piece of shit though…" she mumbled looking it over.

"Nah, that's just because they give the students bone stock to use. This thing could really shine with some guns and maybe better gravity thrusters." He said without missing a beat.

"Yeah, about that. Why did you have to take it without asking hmm?" she said with a twitchy tail.

"I don't know… kicks." He said stroking his chin. "I'm in the academy so I can become a pilot for the Cornerian military. And I just couldn't wait to practice for my first flight exam." He shrugged.

"Well aren't we eager! So how much trouble are you going to get in for this?" she asked him giggling at his gung ho attitude.

"I'm hoping none, if I can get this thing back to school before the exam starts."

Billie thought for a moment… "Okay I'll tell you what teacher's pet; you give me all the money you got on yah and I'll throw you a bone." She said shrewdly.

"Aww, are you taking advantage of me because I'm in a tight spot?" he laughed.

"Yep."

"Okay how about this, you go get me some fuel in your ship… which I'm assuming is close by for you to be out here like this. And then I'll race you. If you win, I'll pay you for the fuel; but if I win you get nothing."

"Hmmm…" Billie looked at the student. She had hauled in tons of criminals, with much more experience than this little shrimp. She saw no harm in indulging him a bit. "Deal." They shook on it. "Just wait here…" she said pointing to the ground.

Billie made off for the city and bought a tank of ship fuel, pushed it into her cargo hold and made off for the location of the fox, upon arriving back they fueled up the bone stock Arwing and he revved it up.

"Nice ship… I've seen none other like it."

"Thanks, she's my baby…" Billie said proudly as they sat in their open cockpits. "Now where are we going for this race?"

"You know where the flight academy is?" he asked

"First one to the finish then?" she concluded; then they closed themselves in their ship. And without another word they both shot off like bullets into the blue.

"Wait, wait," Wolf interrupted. "he crash landed after stealing an Arwing from the flight academy and that is how you met him?"

"Yeah. Most people only know James by reputation… but in his younger days he was really quite a goofball. And he was always very laid back, I remember that about his personality." Billie said giggling just a little bit remembering how he had suckered her.

"Well, keep going!" Panther said wanting to hear the rest.

"Uhh, let's see we took off… and at first I was ahead… but damn he was persistent in that rust bucket."

As they sped through the sky over Corneria the city came into view, Billie had been leading in the straight away, but she was shocked when they zipped by their first sky scraper. A rolling white flash cut her directly off.

"What in damnation?!" She said pulling back up to avoid crashing.

"I forgot to mention… I have been practicing, a lot!" he said zooming away over the city.

With a slight snicker; Billie pulled back into the flight path and the two went on and on through a neck and neck race, only breaking away from the sides of each other to narrowly avoid crashing into the buildings.

"Sorry, Billie was it? But I'm gonna win here." He said as if he had just plucked the answer in the spur of the moment. He let out his thrusters and pulled directly in front of her, so she could not bypass him. Then with one final breath his engine heaved into its top speed and he passed over the school, leaving Billie in the dust. She landed her ship next to his in among the others in the students ship lot as a variety of students gathered around cheering for the victory they had just witnessed from their classes.

"Nice try!" he said jumping down. Billie still in shock having lost to a newbie simply looked down at him from her opening cockpit.

"Ugh I can't believe I lost to you…" she said looking down at all of his friends crowding around him.

"Why do you sound so down in the dumps? That was fun!" he yelled up to her with a wide grin.

"Yeah, I guess it was…" she said, realizing during the entire race she hadn't had one negative or depressing thought that usually clung to her mind like glue.

"JAMES MCCLOUD!" came a shrill voice from what Billie could see was a professor.

"Did you take that Arwing out without asking again?"

"Again?!" Billie laughed.

James was silent as the other students withdrew from his little cheering section. She knew the look he had on his face even with those shades on; he was waiting to be scolded.

"Well son, that was some of the best damn flight technique I've ever seen." The rabbit said in her tight black dress.

"What?" James and Billie said in sheer shock at the same time.

"Yes, I look forward to giving you your test tomorrow." The academic said.

"Tomorrow?" he asked. "What about today?"

"Oh you are going to detention today, what did you think your pretty flying skills would make me forget the fact you 'borrowed' school property?"

"I was hoping…" he grumbled.

Billie leaned her head back and let out a huge "HA!"

* * *

"James always was too impatient for his own good…" Billie spoke out to team Star Wolf. "He always had to get everything done, right when he wanted to get it done. That drive is what made him so successful, and it's also what led to his death…" she sighed out.

"So, when did you two have your falling out?" Wolf asked, trying to fit the pieces together.

"Well, after that little stunt; I began showing him everything I knew about ships, and tech. Everything he thought he would need to know, and me realizing how much I still did not know about piloting asked if he could give me lessons. Over the next few years, he graduated and became a decorated member of the Cornerian military. And the two of us became pretty close friends; he always wanted to introduce me to his other friends and his girlfriend Vixy but I always preferred a certain amount of anonymity… I'm sure by this point in the story you understand why."

Wolf felt himself let out a breath he hadn't realized he had been holding when she said James had a girlfriend.

"So he would stop by and see me in my little base out in the woods whenever he had the chance. We became thick as thieves, he even helped me get information on several high priced bounties the government wanted; I always had a policy about never working directly through government officials; but James was different. He was always someone I knew I could trust. And he was always a far better pilot; I learned piloting basics from Devin sure, but I became a true master working with James on it over that next set of golden years." Billie smiled at the memory of her care free friend.

"You know, I don't think I ever saw him without those cheap sunglasses on…" she realized. Then let out a boisterous laugh. She looked over to Wolf, who was still waiting to hear what he was looking for. "Oh, he taught me how to always have fun with it... how to soak in every little moment and smile." She trailed on like an old person in nostalgia: which is exactly what she was.

"And then one day, he just dropped out of the military… he was getting married apparently. He wanted me to go and I said no… that was the first nail in the coffin. And after that he said he had met a kid who showed a lot of potential for a certain line of work, was gonna take him under his wing… that didn't work out I don't think."

That was what Wolf had been wanting to hear… he looked down, not meeting Billie's gaze; thinking about how close he had come to meeting her back then… back when he was a young man with two working eyes. But she continued on not noticing.

"And one day he came to me very exited… he said he needed more steady work, but would not tell me why. All he said was that he was going to start a rag-tag team of mercenaries and see how far he could take it..."

"Star Fox…" Wolf said in deep thought.

"Yeah... although now i realize, the time correlates with the time when Vixy must have been pregnant..." she said in regret.

"Yes, but I did not know that was what he called the team; you see when he came to me asking me to be the mechanic and general technician… well it just spurred up old thoughts of Devin and… I just…"

"Said no…" Wolf finished what she could not. Billie just nodded.

"He came back several times asking me to re-consider. But my thoughts were just so erratic; I had been staying in one place too long and… I just didn't want to get more attached to James then I already was, and then have to watch him, and the other members of his team grow old… and die. And one time; the last time he ever asked me, I started up an argument over it… it got a bit heated, and words were exchanged…" Billie cringed remembering the way she had yelled at him… yelled at her best friend instead of offering him the truth. "He left…" she finally said, it physically hurt to think back on that now.

She sighed long and hard… "And then I left the base on Corneria… did he ever come back looking for me I don't know… but I never saw him again. You know I always had this crazy thought that one day he would run into me, and he would finally be able to talk me into it. But then a few months passed… then a few years."

Billie hung her head low ashamed of her cowardice hesitation to join her friend's team. "And one day, in a nice little bar in the Smuggler's Rock… I heard on the news; 'James McCloud proclaimed dead by Cornerian officials.' I wanted to throw up… that's how disgusted I was with myself."

They all shifted nervously not knowing what to say, Wolf half-stood and half-leaned on the corner of his desk and crossed his arms in silence.

"Every day since then, I've wondered… if I had said yes… if I had joined his team, would I have been able to… to do something…" She desperately tried to pull up any word that she could, but everything was gone from her head. She gritted her teeth and put a fist to her forehead. She sniffled in as tears stung at her eyes and dropped down in large round drops to the floor.

"It's all my fault… if I had said yes I could have been there to protect him. Oh God Fox I'm so sorry!" she yelled. "I was afraid to watch him die, so it led to his death!" she covered her face with her hands and sobbed out into the room.

Wolf wanted desperately to go and comfort her in any way he could, but how much he had hated James, how he hadn't acted to save him when he could have… and how he hated his son simply for being the son of James. He had no right, he had no right to run to her rescue… it was not Billie's fault; it was his. And if he told her, he had no idea how she would react. He felt as though she was already drifting away into the darkness out of his reach; out of his life. And he did not want her to vanish from his life like she had from the lives of so many others; he did not want to be another tragedy on her long list. When he finally looked up he saw Panther with his arm over her shoulder, he was saying nothing but he shot a look to Wolf. A look Wolf could not place.

* * *

Meanwhile; Krystal and Fox had been walking down a city street together taking a little breather. Krystal stopped dead in her tracks.

"Hey what's wrong?" Fox said turning around.

She did not answer, for she could not hear him; she heard the sound of sobbing and felt a stab in her heart, a familiar stab like she had felt that day they had met Billie.

"You okay?" he said walking into her direct line of sight.

With the feelings that were not her own now fading, she gave a slight nod and Fox nodded back taking her hand they continued down the street.

* * *

"Wolf, that is why… several years after that when I met you in that bar; that is why I wished to die…" she trailed off to a whisper.

Wolf, still not knowing how to express himself through any other way than rage clenched his fists…

"Oh stop it Billie! This is pathetic!" he yelled standing straight up. Billie looked up in surprise, not because he was yelling; the words he chose were the same ones she had dreamt of. "For crying out loud pull yourself together, your one of the strongest people I know stop acting like a damn, fucking martyr!"

Panther and Leon began to back away a bit, having never seen him with a righteous anger.

"Now you listen to me, and hear me well because I will not be repeating it!" he spat taking up space directly in front of her.

"Now while I can clearly see, you had to put up with a lot of shit due to the selfishness of others; constantly blaming yourself and dragging all of it along with you is exactly what is holding you down! All the voices you hear in your head; all of this blaming yourself for things that were beyond your control... IT'S CRAP. And it's a waste of your time." His voice softened a bit at the end.

"Whether or not you had joined Star Fox; James would have died. That's just the way it is."

"How do you know that?" she shot back at him angrily.

"Because; I was there." He said in a stern low voice.

"What?" she said feeling her pulse rise.

"I was there damnit! I told you I used to work for the Venom army… And let me tell you there is nothing you could have done…"

Billie rose up her hand to slap him, but she just held it there. And a group of fresh tears blurred her vision.

"Let it go." Wolf softly said, waiting to be slapped at any moment. "You can't carry it around forever, you are just destroying yourself. This is a subject I know a lot about…"

Billie felt her rage fade, and her ears drooped down in sadness; and then she just let her hand fall to her side. Leon made a disappointed face; Panther grabbed him by the shoulder and quietly pulled him out of the room.

After the door closed leaving the two lupines alone in the room, Billie put her hands over her eyes and started to sob like a 97 year old baby. Wolf felt like a jackass… but it needed to be done. So he did the only thing he could think of, and pulled her into a tight embrace, hoping she wouldn't push him away…

She didn't.


	18. Chapter 18

CHAPTER 18

And once again, as always when they were alone; they no longer kept track of the time, for they did not care. Billie cried out her last into the sanctuary of Wolf's chest but when her sobbing finally ceased she did not move from that place: for it was too inviting, too familiar.

"Wolf?" she said in a small voice that was muffled by his chest.

"What?" he said putting a hand on the back of her head.

"I had a dream, I was running from the headmaster; running from everything she had put me through. And running away from my identity as the last of my people, and then you appeared… And you gave me some good advice."

"What was it, exactly?" he said looking down at the top of her head.

"You told me to pick myself up, because there was work to be done; you said my crying was pathetic… And you were right; I can't keep trying to flee from what I am… I have to embrace it."

"And what are you?" Wolf smirked down at her. She raised her head from the wet spot her tears had left on his vest to look up at him.

"I'm in love with the man who was involved in my best friend's death." She said coldly. Then she broke out of his embrace and backed away from him slowly. Wolf walked towards her as she stepped back…

"Billie… please." He said as she hit the glass of the window. He knew that look in her eyes… he was the enemy now. He heaved out a long sigh. She had bore herself out to him, even though it was uncomfortable: and now he had to do the same. He would do something he had never done before, if it meant keeping her by his side. He would lay himself bare; tell her what she needed to hear.

"I'm sure that you are aware that this is an electronic eye patch… designed to enhance the sight of a damaged eye." he said pointing to it. "But did you ever wonder how I lost the sight in it?" her eyes grew wide as he put his hand up to it and slowly removed it from his head.

And for the first time she saw the entirety of the horrendous scar that ran over his face. Then he opened his eyes, and she looked at the orange iris… it looked unnatural the pupil looked like it was broken and bleeding into the iris. For lack of better phrasing the entire eye just looked impacted.

"You and I are more alike than you realize…" he said with both eyes fixed on her. She just stared silently looking back and forth between both of his eyes.

"Like you… I lost my parents at a young age. And like you I had to run from place to place… never belonging anywhere. And like you; James McCloud decided to take me under his wing." He said barring himself; making himself vulnerable for the first time in front of someone. Billie slowly reached her hand up, and traced her fingers over his scar. It was deeper than it looked, and smooth, like a clean cut. He closed his eyes and took in the sweet sensation of her touch; then continued.

"And like you, we had a bad falling out… It was James who took my eye away from me."

"What happened?" she asked in a concerned voice; that made him a little happier.

"He found out what I had been using his teachings for… since my parents died I had always relied on thievery to get by and, I saw no reason to change pace even out of the flight academy. And when he found out I had been applying his lessons to the black markets… he let me have it: he screamed at me to get out of his sight, that I was no longer welcome as his student or near his mercenary team. I was so angry at him… I just attacked him; I didn't think it through very well I was just a stupid kid. He took out his blaster and let me have it… it hit me square in the eye, and residue from the shot ran up and down my face leaving plasma burns. I got out of there… but now all I can see without this e-patch are big blurry blobs." He said looking at the general shape of the white mass before him through it.

"I went on with my criminal acts… hating him, I just let it fester within me. Then I joined the Venom army… and I saw James again in Andross's clutches; I could have helped him… but I was still so angry I let him die." He said it slowly, keeping his eyes closed; not wanting to meet her gaze. Afraid her eyes would be filled with scorn.

"But even after that I still felt angry at him; angry at Star Fox. So I formed Star Wolf to take down James's legacy in this world. When Andross offered my team the job of taking Star Fox out; I eagerly volunteered… I failed. And that made me angrier… After the Venom wars I left the army and put this place together for those who chose to follow me in leaving, and here I am…" he trailed off letting her absorb his words.

Billie looked as though she could cry again. Wolf expected her to slap him, to yell at him, to march out of the room maybe even leave Star Wolf. But she just stood there, silently.

"I'm sorry Billie." He said finally opening his eyes to try and gauge her reaction.

"To be perfectly honest Wolf… I want to be angry at you; but I don't know if I can be." She was looking down from the side of her eyes. "You didn't know me then, and being a criminal was all you ever knew… This sucks…" she concluded flatly.

Then she looked up at him and put both of her hands on his face. "But you need to let go of your anger towards Fox. Just like I need to let go of my past."

He made a low growling noise… then nodded. He hated this feeling, he was like putty in her hands; but as long as they were alone he guessed there was no real harm in it.

"Leon is never gonna let me live down having a soft spot…" he gruffed under his breath. Billie let out a small laugh; Wolf liked that noise, among many pleasant noises that came from those lips… singing sadly not being among them.

"So then, what now?" she asked not knowing if they still had anything to gain from being on the same team.

"Stay Billie, I want you to stay…" he said meaning everything; he wanted her to stay with him, he wanted her to stay on Star Wolf; he didn't even want her to leave this room. Billie just looked down, thinking if she should… Wolf put both of his large hands on the sides of her head, and made her look at him.

"I want **you** Billie… so much I can barley breathe." He said it in a weak whisper, meaning every word; and everything they implied. He closed his eyes and nuzzled her face with his muzzle, waiting for any kind of response, anything at all that signaled she wanted him too and he got it: she wrapped her arms around his neck and pulled him down to her level with a deep kiss.

Wolf responded, opening his mouth and letting their tongues explore each other; she was sweet like honey, and usually he hated sweets… but this was just pleasure in its most primal. His hands wandered their way from her face down to the natural curve of her center. Everywhere she touched him sent off an intense pulse of heat, in fact his whole body felt very warm. He opened his eyes to see her and himself shrouded with a warm cloud of shadow lace. He separated his mouth from hers.

"Billie what…?"

"I told you; it's tethered to my emotional current. That's why it is so warm and pleasant…" she said feeling a hot blush clouding her cheeks.

Wolf smirked showing off some keen canines, and his tail waged slowly through the air behind him; then put his hands on the back of her thighs and lifted her up. She responded by wrapping her legs around his waist, and he carried her over to his desk and laid her down flat on it. He looked down at her through the clouds of shadow lace that were filling the room and bent down to kiss her; she cleverly moved her fingers up and down his armor shouldered vest and opened it up. A golden pendant with a blue gemstone in the middle that danced in the dull starlight hung down across his chest as he arched back up and whipped his vest off.

He shuddered at the wave of heat that raced through his body from where she placed her hands on his abdomen; she was sliding them under his black shirt, letting her fingers take in the feeling of every inch of his muscles. He pulled his shirt up over his head, and then threw it behind him, as he bent back down to her she ran her fingers down his arms and tugged at his gloves. He helped her by pulling his hands one way while she pulled his fingerless gloves the other; but he took little notice as he was far too preoccupied with kissing her neck and he was moving slowly south. Once his hands were free of the gloves he put them to work sliding her shirt up, and introducing his lips to her firm beautiful stomach.

Every time his lips met with her body little ripples of heat screamed through her frame; her mind began to feel fuzzy with the shadow lace crowding around her. She couldn't control it, and she definitely couldn't control the marvelous tingling heat that was settling itself nicely between her legs. She tried to slow her breathing as she pulled off her shirt; Wolf eagerly responded to that by sinking his fangs into her little red bra and ripping it straight off of her.

"Hey!" she protested but she was only met with a deep growling noise from him; then he clasped her bare breasts in hands and started to fondle and lick everywhere. Her mind began to fall away; she slipped in and out of the fuzzy warm shadow lace, and then would be brought back in by physical pleasure. Wolf was faring no better, he worked his hands down to her pants and quickly pulled them down, and he had to separate his hot body from hers for one agonizing moment to get them completely off of her. Then immediately slammed himself back down on top of her. He kissed her and clasped chunks of her flesh in his palms but as his body grew hotter his mind grew fuzzier; like some sort of wonderful fever.

And all of the heat from this fever slowly streamed down to his lengthy organ; he propped himself up over her like he was doing a one handed push up using his other hand to work on his belt buckle.

"Bloody hell." He swore in aggravation, but her hands joined his down there and she aided him with the belt and zipper: his pants dropped just enough for his length to bob out in an agonizing throb. With both of their minds fading in and out of the clouds of shadow lace surrounding them, they were not mentally aware of anything happening in real time. Wolf felt her warm body take his organ in; and he felt her under him, but then she was on top of him. His vision blurred in and out; he could perceive heavy moaning here and there. He felt the sensation of her loose hair surrounding him; he could breathe in her scent. But neither one of them were all there.

The liquid smoke that was crowding around them was simply the physical manifestation of her feelings. And it cradled them both in a wonderful way. Billie could hear him breathing hard, little moans and growls. Could feel his large hands in one place, then another; feel him stirring around inside of her. Then she rolled her eyes back as she laid under him, now on something soft… the couch perhaps? Had they moved? She could not tell. But she felt his body shaking over her: he let out something between a long moan and a howl, she felt something hot filling her, and even leaking out of her. And smelled their sweat mixing in the hot dark as his weight moved in an erratic way on top of her.

For an unknown amount of time, they continued; they would see the other only in flashes, but still feel their presence. All of the years between them holding back so much feeling, the release of it had been an intense one. By the end of it neither had the energy left to move, but she could feel his muscular body under her and he could feel her delicate body on top of his: so why move? They were both exactly where they wanted to be when sleep came for them.


	19. Chapter 19

CHAPTER 19

Billie fluttered her eyes awake several hours later; putting her right hand up to her face whipping the sleep out of her eyes. All she remembered in this moment was a weird dream of warm darkness wisping around her like smoke. She groggily picked her head up and looked down at her naked body.

"What..?" she mumbled in the dim star light; and then she looked out to the floor and saw clothes, her clothes and Wolfs all over the room. Then her head cleared of the dark dream, and her memories came back to her. Sitting up she looked down at the lupine she had made into her bed and giggled; the poor man was so tall even though his feet were hanging off of one end, his head was dangling from the other. Billie had been curled up in a ball on his torso, and as she went to get up she felt an achy pain on both of her inner thighs. Standing fully up feeling like her insides had been churned like butter she realized that was not far from the truth.

The owner of the blunt object responsible groaned himself awake when her warmth had left his naked body in the cool open air. Wolf opened his eyes and swore under his breath at the kink in his neck. He looked over at a blurry white object walking away from him; then he shut his bad eye and let vision come in full to his good one.

"How long were we in here?" Billie asked seeing him sit up and stretch out his arms.

"I'm not sure, feels like a long time though." He said trying to roll the kink out of his neck.

"Ugh! You ruined my favorite bra!" Billie said picking up the lace affair and holding it up; it had been shredded down the middle by Wolf's teeth.

Wolf looked at her hair, wildly hanging everywhere no longer in the neat braid he was used to, and he just laughed at the sight of her like this holding up a shredded bra.

"Oh, so he does have a sense of humor…" she said chucking it at him. He caught it before it hit him in the face and he heard her say: "Why don't you keep it as a souvenir?" she said as she looked around for her underwear.

"Oh don't think I won't." he said getting up quickly, his eye scanned around for his e-patch, and he saw it on the floor near the window. He replaced it back over his damaged eye and checked the time.

"Five hours." He said looking over to Billie who was pulling her pants up.

"What since the four of us came in here?" the topless lupine asked throwing his pants at him.

"No since they walked out… remember you were going to slap me?" He said walking up close to her and grabbing his boxers.

"Oh like you weren't begging for it…" she griped back to him taking out Devin's old comb and getting the rats nests out of her black locks.

As he got his belt buckled and pulled his gloves back over his claws he saw her fingers quickly finishing up her braid, he reached down to get his shirt from where he had tossed it near the door and they both pulled their shirts on at the same time.

"That's beautiful." She said as he pulled his golden pendant out of his shirt. She walked over to him and palmed it in her left hand, admiring the clear blue gemstone in the center,

"My mom had good taste I take it?" He said down to her as he slid his vest on.

"That was..?"

"The only thing I have left of her." He said knowing what she was going to ask.

Billie looked sad… but also felt just a little happy; the two of them really were a lot alike. 'My first lover…' she thought… she had to know.

"How did your parents die?" she boldly asked him.

He let out a sigh and walked over to his boots and began strapping them on. "I don't want to talk about that now…" he grumbled.

"I told you everything about me. Why can't you do the same?"

"You can ask me about anything you like Billie." He said in a tone he would only ever use when speaking to her, but then it got steely. "But not about that."

"But-"

"Not about that!" he almost yelled it. Billie's bent her ears back… taking it as a challenge.

"At least for the moment…" she said in her competitive voice.

He smirked over to her and took a whiff of her bra; just to annoy her. It worked Billie became flustered and started tripping over her own words.

"You know.. I-I still have to repair, uhm… the Wolfens and… stuff. Soooo, what do we tell Panther and Leon?" she finally got out.

"We don't have to tell them a damn thing." He said stuffing his trophy into his pocket. "What we choose to do alone is our own damn business." He sounded like the Wolf everyone knew him as when he said that.

"Okay…" Billie sighed. "But you think they are gonna put two and two together? I mean we were in here for five hours…"

"Let them." He walked over to her and gave her a big, sloppy kiss on the mouth and squeezed her ass. Then just as quickly as he had done it, he walked out of the office.

"You coming?" he said to a now fuzzy headed hot Billie.

"Y-yeah…" she jogged up to his side; Wolf knew exactly how to touch her to set her off, and she was sort of loving/hating it.

* * *

"Well, the triumphant return!" Panther jeered at them while they walked onto the flight deck together.

"Good, you two lunk-heads are here…" Wolf said digging around for an e-cig.

"Yuck…" Leon mumbled to himself; both him and Panther knowing full well the act they had just committed in that office. Billie was a little ashamed that they knew, but Wolf just shook it off.

"I need everyone's attention for this." Wolf said in the stern voice that his team had learned to acknowledge knowing the fun time was over. Even if they did pal around, the three still had the upmost respect for their leader and gathered around him giving them his full attention. Wolf let out a ribbon of smoke and began to inform them of the plans he had been letting bounce around his brain.

"Our very own mechanic let us in on a fantastic little secret earlier." He started.

Billie's ears twitched up as if to ask 'What secret?'

"You said something about your own recipe for concentrated dark matter… using your shadow… whatever." He said looking up at her ship.

"Yes… why? I don't know if I can upgrade your Wolfens… it would take more time and money than it's worth…"

"No, no not the ships… Could you run an entire base on it?"

Billie raised an eyebrow to him, as all three of them looked over to her waiting on her answer. "It's certainly a possibility…" she said.

"You want to convert the Sargasso Zone?" Leon asked Wolf looking around at the place.

"No actually, I'm thinking we've outgrown this place… more or less. I was thinking, Fichina."

"What's on Fichina?" Billie said skeptically.

"Friggin' cold! That's what." Leon said not liking the idea as a cold blooded creature.

"Well, yes actually." Wolf said to him. "Fox already knows this place is here… it's only a matter of time until someone passes on the buck. No one, even if they knew we had a base there; would look for us on Fichina. Even after that little scam we pulled to get my bounty…"

"It **was** made relatively livable by those generators…" Panther said thinking about the idea seriously.

"And it's close to the Smuggler's Rock: a steady source of supplies that are not regulated by the government." Billie added thinking on it now.

"What about here Wolf?" Leon argued thinking he had a case.

"This is still **my** turf. But in this way we can expand ourselves farther, and have a base safe from the authorities."

"It's… so cold there." Leon said defeated.

"Wear a jacket." Wolf said, Billie snickered a bit at his emerging sense of humor.

"If you find a place, I can rig something up." Billie assured her boss.

"It would be best if we were somewhere within reach of the city; but still far enough away to discourage searching for us… somewhere we could come and go without too much notice." Panther said sitting down on a crate of wires, and things to think.

"Look this is all irrelevant until the ships are repaired." Leon said hoping this would prolong their trip.

"I'm aware…" Wolf grumbled "Billie, we just need to make one ship relatively useable; then send someone off to the Smuggler's Rock for supplies."

"That will take a day or two…" she drifted off surveying the damage. Leon sighed in relief.

"What if we all helped you?" Wolf said.

"Just one day then." She smiled up at her baby.

"Good, Leon will be your personal assistant." Wolf said looking at him. "And we don't leave until all of the ships can at least fly."

"Panther do we have any replacement glass?" Billie said rolling her braid up into a bun; getting ready for some serious work.

* * *

They worked on into the late hours; Billie working her magic repairing the metals, Leon and Panther placing the glass in and sealing it correctly, Panther looked on at them from behind and saw the tattered red lace hanging from Wolf's pocket.

'Well, at least they finally got rid of the sexual tension.' He thought; it had been causing some meshing problems with the team.

But now; Wolf worked closely with Billie although he knew his Wolfen inside and out as well as having a reasonable bit of knowhow on electronics; he didn't see the harm in learning a thing or two from her. After Billie's ship was in prime condition, Panther and Leon decided to call it a night.

"I'm going to sleep before that one throws a wrench at me…" Leon mumbled to his feline comrade.

"Yes, besides I'm sure they are dying to be alone." Panther chuckled.

"Told you they would have something to say…" Billie mumbled to Wolf. The two of them were working on Wolf's other gun that never did get upgraded. Billie's ship was already good to go; with brand new glass. But now they had to get Wolf's into prime condition.

"Who gives a rat's furry ass?" Wolf grumbled as he held up the weight of his turret, and she bolted it back into place.

"Well, your Wolfen should at least be run-able now. But in order to get it, and those other two back into prime condition we are going to need more supplies." She said looking around at the empty crates they had exhausted of their spare parts.

"That is for tomorrow…" he said worn out, sitting down on one. Wolf hated the heat; yet another reason he intended to set up base on Fichina. He had removed his vest when they began working: and now his undershirt was covered in sweat. He removed it and wiped his brow.

Billie was sweaty and greasy too. "Bleh, I need a shower in the worst way…" she said tossing a monkey wrench to the floor with a clang.

"We could take a shower…" Wolf smirked up at her as she walked towards him.

Her tail began to wag very quickly. "Sure, what the hell?" she said calmly. But her tail gave her away.

Wolf stood up and they made a jog for the showers. No one asked why the showers were filled with shadow lace until Billie and Wolf finally came out and it cleared… And no one seemed to notice Billie moving all of her belongings into Wolf's room that night either. Primarily because in the Sargasso Space Zone; Wolf O'Donnell's word was the law, so everyone stayed off of his shit list if they could help it.

* * *

The morning came, and once again every Star Wolf member crowded the flight deck; all in fresh garb ready for the next task.

"Okay so, me and Billie are making our way over to the Smuggler's Rock now." Wolf said getting into his cockpit. Billie was sipping coffee in hers, getting her red lens on and ready to go. "And you two are going to wait here for us; however also be ready to receive messages from us."

"Why?" Panther asked lazily. "Our ships aren't working what could we possibly do?"

"Well, if something goes wrong you have authority here while I'm gone so you can send everyone here to our rescue if need be." Wolf said revving up his engines.

"Yes sir." Both Leon and Panther said.

Billie closed her cockpit and followed Wolf's lead out of the space zone.

"You think something will go wrong?" Leon asked watching them go.

"Panther is sure they will fare well so long as they are together." He said sipping some coffee.

* * *

"SOOOO WOLF." Billie boldly opened up a chat. "You told them to wait for a message… and you sounded like you expected something to go wrong. Why?"

"Billie don't pretend to be stupid; it doesn't suit you. We both now have bounties on our heads I'm sure…"

"Yeah, that's even if the Cornerian government knows we survived that little Aparoid dilemma…" Billie cut in.

"They know." Wolf said without hesitation. "And they also know Billie Shade hung up her bounty hunting shoes."

"Yeah but, I saw on the news last night while I was doing our laundry… Corneria is in bad shape after those Aparoids swept through it… I mean you saw the city while we were there; it's really bad still, almost unlivable. They moved all government offices to the Beltino Orbital Gate until they can fix it."

"So?" Wolf asked as they spun into one of their double helix flight patterns.

"Well the Cornerian army was hardly your ehh… military elite to start with." She said trying to word it accurately. "And with the aftermath of the Aparoid disaster they are stretched very thin..."

"True." Wolf nodded.

"And at this very moment… we are headed towards an icy black market fortress, which the Lylat government is completely unaware of."

"Yup."

"And you think something will go wrong?" she finally reached the center of the shrubbery maze.

"Probably." He concluded.

"Uuuuuukay! Just makin' sure…" she said shaking her head. "But if I may say so… I think you are being just a little paranoid."

"You may… and if I may give you some advice; healthy paranoia is one of the tricks of our trade," he said as they crossed the Fichina line and the great ice patch came into view.

"I suppose…" She said shrugging it off.

They almost looked like they were dancing through the great drifting ice shards; every movement of each pilot was perfectly timed. And they stayed in close enough proximity to one another to make it a legitimate dance. And after finally emerging from the old familiar tunnel, they found their way back to the ship lot they had used together once before. This time they managed to park right alongside one another. Billie no longer hid her face in this bustling ice city of low lives; because she could count herself among their numbers now.

"You know, I never really stopped to look before, but this place is actually really cool. No pun intended." She giggled looking up at the great ice sphere they were in. you could see the light coming through the other side of the small planet through the icy walls.

"I've never even taken the damn time to explore the whole thing…" she mumbled as they walked into the city streets.

Wolf was silent as they went to some dealers to establish themselves, Star Wolf was coming back with a vengeance; and they wanted as many supporters and clients as possible.

"Yes, just make sure it all gets to the Sargasso zone." Wolf said signing off on some large crates of crap that they were going to need, not only for Panther and Leon's ships; but some things for Billie to start throwing together for the not yet existent Fichina base.

"Now that we have our foot in the door in this place… we should get some job flow from it. And once we establish a good name for Star Wolf here we'll even get discounts." Wolf said pleased with himself as they made their way through the cold metal streets.

"Yeah but… I thought you wanted to get out of the criminal game?" Billie asked with visible breath.

"I do… but in order to get out; we have to get in first."

"Wha..?" Billie asked raising an eyebrow.

"We are going to need good money flow before we can start getting honest work, we need a base on a planet… that is why you are going to be putting things together for it piece by piece in Sargasso."

"Makes sense." Billie said as their boots crunched in the slush on the streets. "Hey wait a second!" She stopped and Wolf turned around to look at her behind him.

"We need to get back…" Wolf said.

"THIS IS THE BAR." She gasped. "This is the bar I always used to come to; where I heard about James…" she trailed off as Wolf looked up at the run down building.

"Oh come one Wolf! Just one drink?" she said clapping her hands together and making big black puppy dog eyes.

"We are a bit crunched for time…" he said trying to resist her.

"PWEAZE?" she said sadly bending her ears back.

Wolf felt heat rush to his face… but he couldn't tell if it was from the cold, aggravation or from how cute she looked; his large white eyebrow began to twitch in aggravation.

"It will be like a date!" she said grabbing his arm.

"Ugh…" he bent his head back as she pulled him along and his breath shot up like smoke. "Fine." He let out once they were already inside. She sat on a bar stool and tapped the one next to her for him to sit. As he took a seat an old white vulpine gave them a look.

"One Lylat twist with extra joogee fruit!" Billie said like she had ordered it a million times.

"Shot of bourbon, a glass of bourbon and a bourbon chaser." Wolf said in a gruff tone.

Billie laughed at that and looked up at the television; Wolf looked up with her and saw on the news she had not been kidding about Corneria, it was a friggin' ruin now. When the bar tender brought their drinks Wolf looked at her happy face as she gulped down what looked like vodka with some kind of fruit peel twisted down the middle.

He just took his shot, and then downed the glass of the same liquid as the shot. Then finally the other glass of bourbon 'chaser'. He did not get drunk easily; this would barley get him tipsy... but he had always liked the taste of decided maybe he had been being a little paranoid and let himself just enjoy Billie's company while they were still alone here. And Billie thought she would ask while he had some booze in him; not expecting results just gauging whether or not he was an agreeable drunk.

"So Wolf, about that necklace..."

Wolf let out a long sigh. "I'll tell yah Billie, just not today…" He said not wanting to ruin his good mood by lingering on the subject.

Billie felt a bit deflated… and out of nowhere this place started to make her think of James, and not the good memories.

"Wolf I'll meet you back at Sargasso okay?" she said getting up.

"Billie…" he argued. Then he pulled out some credits to pay the bar tender,

But she was already headed for port.

"Hey beautiful…" she heard a voice from behind. She smiled and turned expecting to see Wolf there. But much to her horror:

"You think I wouldn't recognize your ship in a place of inferior models like this Billie?" Taylor said to her from behind some dark sunglasses.

"No…" Billie said, not in answer to his question; but in sheer shock he was still alive. "I thought you were dead." She said coldly.

"When will you learn you can't get the drop on me?" He said holding up a new sleek jet black metal arm. He pointed the hand of it at her, and the fingers folded backward as the palm opened up into a gun barrel.

"I get the drop on you dear… Now tell me, where is that hair pile who took my arm and my love from me?"

* * *

**SEQUEL**** OUT NOW, SEE: Wolf's Keeper. HOPE YOU ENJOYED THE ADVENTURE. Please review.**


End file.
